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, 2024 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 | | --- | --- | | ( ...

BETHESDA, MD, Jan. 03, 2025 (GLOBE NEWSWIRE) -- Alset Inc. (NASDAQ: AEI) (the “Company”), a diversified company engaged through its subsidiaries in the development of EHome communities and real estate, financial services, digital transformation technologies, biohealth activities and consumer products with operations in the United States, Singapore, Hong Kong and South Korea, today announced the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules for the pur ...

BETHESDA, MD, Jan. 02, 2025 (GLOBE NEWSWIRE) -- Alset Inc. (NASDAQ: AEI) (the “Company”), a diversified company engaged through its subsidiaries in the development of EHome communities and other real estate, financial services, digital transformation technologies, biohealth activities and consumer products with operations in the United States, Singapore, Hong Kong and South Korea, today announced that it has entered into definitive agreements in a registered direct offering with institutional investors for ...

Ownership and Equity Interests - Alset Inc. owns 85.7% of Alset International, which is traded on the Singapore Stock Exchange, and collectively owns 88.1% of HWH International Inc. [245] - Alset Inc. has minority ownership interests, including a 36.9% equity interest in American Pacific Financial, Inc., a 44.4% equity interest in DSS Inc., and a 48.7% equity interest in Value Exchange International Inc. [246] - The Company currently owns 21,179,275 shares of VEII, representing approximately 48.7% ownership [264] - The company received 70,426,832 shares of SHRG directly and 55,197,696 shares indirectly through its majority-owned subsidiaries, totaling 89,732 shares after a 1-for-1,400 reverse split, representing 29% of SHRG's issued and outstanding shares [265] Mergers, Acquisitions, and Stock Transactions - The merger between Alset Capital and HWH Nevada resulted in the issuance of 12,500,000 shares of New HWH common stock, with Alset International receiving 10,900,000 shares [250] - Alset Inc. converted $300,000 of HWH's debt into 476,190 shares of HWH's common stock, and Alset International Limited converted $3,501,759 of HWH's debt into 5,558,347 shares of HWH's common stock [253] - Alset Inc. entered into a Stock Purchase Agreement to purchase 6,500,000 shares of HWH International Inc. for $4,095,000, secured by a promissory note with a 5% interest rate [254] - The acquisition of Hapi Travel Limited resulted in a deemed dividend of $214,174 due to the purchase price exceeding identifiable equity [257] - Hapi Metaverse converted $1,300,000 of the principal amount loaned to VEII into 7,344,632 shares of VEII's Common Stock and received warrants to purchase 36,723,160 shares at $0.1770 per share [261] - The company issued a $250,000 convertible loan to SHRG with a 10% interest rate, convertible into SHRG shares at the average closing market price within three days of conversion notice [266] - HWH International purchased a $250,000 convertible note from SHRG, convertible into 148,810 shares of SHRG common stock, along with warrants for 148,810 shares at $1.68 per share [267] - HWH International entered into a $250,000 convertible note with SHRG, convertible into 89,286 shares of SHRG common stock at an 8% interest rate [268] - The company plans to acquire New Energy Asia Pacific Inc. for $103,750,000, payable via a convertible promissory note with a 3% annual interest rate and a conversion price of $12.00 per share [272] Revenue and Financial Performance - The company's revenue for the three months ended September 30, 2024, was $4,960,711, a 401% increase compared to $990,199 in the same period in 2023 [280] - Revenue from the Real Estate segment for the three months ended September 30, 2024, was $4,539,699, a 538% increase compared to $711,634 in the same period in 2023 [280] - The company's net loss for the nine months ended September 30, 2024, was $6,994,516, compared to a net loss of $27,162,596 in the same period in 2023 [279] - The company had net income of $1,469,239 in the three months ended September 30, 2024 compared to a net loss of $17,026,008 in the same period of 2023 [297] - Gross margin increased from $409,140 to $2,010,887 in the three months ended September 30, 2023 and 2024, respectively [293] - Cost of revenues increased from $581,059 in the three months ended September 30, 2023 to $2,949,824 in the three months ended September 30, 2024 [291][292] - Operating expenses increased from $2,486,044 in the three months ended September 30, 2023 to $2,974,667 in the three months ended September 30, 2024 [294] Real Estate and Lot Sales - The sale of 142 single-family residential lots in Magnolia, Texas, is anticipated to generate approximately $7.4 million, with $3.8 million already realized from the sale of 70 lots [259] - The company expects to improve liquidity and financial position through continued lot sales to regional and national builders, with recent sales generating approximately $7.7 million [282][283] - Revenue from the lease of model houses in Montgomery County, Texas was $6,300 and $18,900 for the three and nine months ended September 30, 2024, respectively [285][286] - The company anticipates selling 142 single-family residential lots for approximately $7.4 million and 63 lots for approximately $3.3 million in the Lakes at Black Oak project [303] Cash Flow and Financing Activities - Cash decreased from $26,921,727 as of December 31, 2023 to $16,679,183 as of September 30, 2024 [299] - Net cash used in financing activities was $21,370,610 in the nine months ended September 30, 2024, compared to net cash provided of $3,408,560 in the same period in 2023 [307] - Repayment of $398,000 of note payable and $21,102,871 of HWH's shares contributed to the cash used in financing activities in the first nine months of 2024 [307] - The company borrowed $130,261 from a commercial loan in the first nine months of 2024 [307] - Proceeds from stock issuance of $3,433,921 contributed to the cash provided by financing activities in the first nine months of 2023 [307] Foreign Exchange and Market Risks - Foreign exchange rate changes on intercompany loans of approximately $26 million and $23 million on September 30, 2024 and December 31, 2023, respectively, caused significant fluctuations in foreign currency transaction gain or loss [309] - The company expects foreign exchange rate fluctuations to significantly impact results of operations in 2024 due to the intercompany loan balance remaining at approximately $26 million [309] - Inflation has not had a material impact on the company's results of operations for the nine months ended September 30, 2024 or the year ended December 31, 2023 [308] Business Segments and Revenue Sources - HWH World, the company's biohealth segment in South Korea, recognized $0 and $12,786 in revenue for the nine months ended September 30, 2024 and 2023, respectively [287] - Revenue from the Digital Transformation Technology segment was $0 and $28,094 for the nine months ended September 30, 2024 and 2023, respectively [288] - Revenue from other businesses, including financial services, food and beverage, and new ventures, was $421,012 and $1,176,260 for the three and nine months ended September 30, 2024, respectively [290] Regulatory and Reporting Considerations - The company is an "emerging growth company" and may take advantage of certain exemptions from reporting requirements under the JOBS Act [310] - The real estate business is subject to seasonal shifts in costs, which may impact expenses of subsidiary Alset EHome Inc [311] - The company is not required to provide quantitative and qualitative disclosures about market risk as a "smaller reporting company" [312] New Energy and Electric Vehicles - New Energy Asia Pacific has signed MOUs totaling $42 million in value for electric vehicles and charging stations, with plans to expand revenues significantly in the coming months [273]

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].

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, 2024 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, 2023 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) Common Stock, $0.001 par value AEI The N ...

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 September 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 jurisdictio ...

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 ...