v3.26.1
ASSETS MEASURED AT FAIR VALUE
6 Months Ended
Jun. 30, 2026
Investments, All Other Investments [Abstract]  
ASSETS MEASURED AT FAIR VALUE

11. ASSETS MEASURED AT FAIR VALUE

 

Financial assets measured at fair value on a recurring basis are summarized below and disclosed on the condensed consolidated balance sheet as of June 30, 2026 and December 31, 2025:

 

 

   Fair Value Measurement Using   Amount at 
   Level 1   Level 2   Level 3   Fair Value 
June 30, 2026                    
Assets                    
Investment Securities- Fair Value Option  $2,337,114   $249,845   $-   $2,586,959 
Investment Securities- Trading   11,973,659    299,570    -    12,273,229 
Warrants – HIPH   -    -    973    973 
Warrants - VEII   -    -    -    - 
Warrants - SHRG   -    55    -    55 
Warrants - DSS   -    2,464,394    -    2,464,394 
Convertible Loan Receivable - VEII   -    545,788    -    545,788 
Convertible Loan Receivable - SHRG   -    1,761,148    -    1,761,148 
Total Assets at Fair Value  $14,310,773   $5,320,800   $973   $19,632,546 

 

   Fair Value Measurement Using   Amount at 
   Level 1   Level 2   Level 3   Fair Value 
December 31, 2025                    
Assets                    
Investment Securities- Fair Value Option  $3,683,925   $48,115   $-   $3,732,040 
Investment Securities- Trading   14,264,655    418,605    -    14,683,260 
Warrants - HIPH   -    -    973    973 
Warrants - VEII   -    18,301    -    18,301 
Warrants- SHRG   -    87    -    87 
Convertible Loan Receivable - VEII   -    517,275    -    517,275 
Convertible Loan Receivable - SHRG   -    1,736,829    -    1,736,829 
Total Investment in Securities at Fair Value  $17,948,580   $2,739,211   $973   $20,688,764 

 

 

Realized gain on investment securities for the three months ended June 30, 2026 was $228,133 and realized loss on investment securities for the three months ended June 30, 2025 was $2,929,288. Realized loss on investment securities for the six months ended June 30, 2026 was $219,466 and realized loss on investment securities for the six months ended June 30, 2025 was $3,109,384. Unrealized loss on securities investment was $4,831,988 and unrealized gain was $2,236,652 in the three months ended June 30, 2026 and 2025, respectively. Unrealized loss on securities investment was $7,403,632 and $1,284,095 loss in the six months ended June 30, 2026 and 2025, respectively. These gains and losses were recorded directly to net loss.

 

The following chart shows details of the fair value of equity security investment at June 30, 2026 and December 31, 2025, respectively.

 

   Share price       Market Value    
   6/30/2026   Shares   6/30/2026   Valuation
                
DSS (Related Party)  $0.590    3,961,210   $2,337,114   Investment in Securities at Fair Value – Related Party
                   
Trading Stocks            $11,973,659   Investment in Securities at Fair Value
                   
    Total Level 1 Equity Securities    $14,310,773    
                   
AMBS  $0.000    20,000,000   $-   Investment in Securities at Fair Value
                   
Holista  $0.043    1,000   $43   Investment in Securities at Fair Value
                   
Value Exchange (Related Party)  $0.000    21,179,275    -   Investment in Securities at Fair Value – Related Party
                   
HIPH World (Related Party)  $0.001    354,039,000   $247,827   Investment in Securities at Fair Value – Related Party
                   
Sharing Services (Related Party)  $0.022    89,732   $1,974   Investment in Securities at Fair Value – Related Party
                   
Trading Stocks            $299,570   Investment in Securities at Fair Value
                   
    Total Level 2 Equity Securities    $549,415    
                   
Nervotec   N/A     1,666   $-   Investment in Securities at Cost
UBeauty   N/A     3,600   $16,564   Investment in Securities at Cost
Ideal Food and Beverages   N/A     38,000   $14,689   Investment in Securities at Cost
HapiTravel Holding   N/A     19,000   $147   Investment in Securities at Cost
AES Group Co. Ltd.   N/A     398   $1,291   Investment in Securities at Cost
    Total Equity Securities    $14,892,879    

 

 

    Share price           Market Value      
    12/31/2025     Shares     12/31/2025     Valuation
                       
DSS (Related Party)   $ 0.930       3,961,210     $ 3,683,925     Investment in Securities at Fair Value – Related Party
                             
Trading Stocks                   $ 14,264,655     Investment in Securities at Fair Value
                             
      Total Level 1 Equity Securities     $ 17,948,580

     
                             
AMBS   $ 0.000       20,000,000     $ -     Investment in Securities at Fair Value
                             
Holista   $ 0.057       1,000     $ 57     Investment in Securities at Fair Value
                             
Value Exchange (Related Party)   $ 0.001       21,179,275     $ 10,590     Investment in Securities at Fair Value – Related Party
                             
Sharing Services (Related Party)   $ 0.023       89,732     $ 2,064     Investment in Securities at Fair Value – Related Party
                             
HIPH World (Related Party)   $ 0.000       354,039,000     $ 35,404     Investment in Securities at Fair Value – Related Party
                             
Trading Stocks                   $ 418,605     Investment in Securities at Fair Value
                             
      Total Level 2 Equity Securities     $ 466,720      
                             
Nervotec     N/A       1,666     $ -     Investment in Securities at Cost
UBeauty     N/A       3,600     $ 16,696     Investment in Securities at Cost
Ideal Food and Beverages     N/A       19,000     $ -     Investment in Securities at Cost
HapiTravel Holding     N/A       19,000     $ 148     Investment in Securities at Cost
AES Group Co. Ltd.     N/A       398     $ 1,382     Investment in Securities at Cost
                             
      Total Equity Securities     $ 18,433,526      

 

 

Changes in the observable input values would likely cause material changes in the fair value of the Company’s Level 3 financial instruments. A significant increase (decrease) in this likelihood would result in a higher (lower) fair value measurement.

 

The table below provides a summary of the changes in fair value which are recorded as other comprehensive income (loss), including net transfers in and/or out of all financial assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 2026 and 2025:

 

   Total 
Balance at January 1, 2026  $973 
Total Gains   - 
Balance at March 31, 2026  $973 
Total Gains   - 
Balance at June 30, 2026  $973 

 

   Total 
Balance at January 1, 2025  $973 
Total Gains   - 
Balance at March 31, 2025  $973 
Total Gains   - 
Balance at June 30, 2025  $973 

 

Warrants

 

HIPH

 

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. During 2021, the Company exercised 232,000,000 of the warrants to purchase 232,000,000 shares of HIPH for the total consideration of $232,000, leaving the balance of outstanding warrants of 988,390,000 at December 31, 2022. The Company did not exercise any warrants during six months ended June 30, 2026 and the year ended December 31, 2025. We value HIPH warrants under level 3 category through a Black Scholes option pricing model and the fair value of the warrants from HIPH was $973 as of June 30, 2026 and December 31, 2025.

 

 

The fair value of the HIPH warrants under level 3 category as of June 30, 2026 and December 31, 2025 was calculated using a Black-Scholes valuation model valued with the following weighted average assumptions:

 

   June 30, 2026   December 31, 2025 
         
Stock Price  $0.0001   $0.0001 
Exercise price  $0.001   $0.001 
Risk free interest rate   4.62%   4.62%
Annualized volatility   869.4%   869.4%
Dividend Yield  $0.00   $0.00 
Year to maturity   4.06    4.56 

 

VEII

 

On September 6, 2023, the Company received warrants to purchase shares of VEII, a related party listed company. For further details on this transaction, refer to Note 7 - Related Party Transactions, Note Receivable from a Related Party Company. As of June 30, 2026 and December 31, 2025, the fair value of the warrants was $0 and $18,301, respectively. The Company did not exercise any warrants during the six months ended June 30, 2026 and the year ended December 31, 2025.

 

The fair value of the VEII warrants under level 2 category as of June 30, 2026, and December 31, 2025 was calculated using a Black-Scholes valuation model valued with the following weighted average assumptions:

 

   June 30, 2026   December 31, 2025 
         
Stock price  $0.0000   $0.0005 
Exercise price  $0.1770   $0.1770 
Risk free interest rate   6.75%   6.75%
Annualized volatility   439.41%   446.80%
Dividend Yield  $0.00   $0.00 
Year to maturity   2.18    2.68 

 

SHRG

 

On March 20, 2024, HWH International Inc., entered into a securities purchase agreement with SHRG, pursuant to which HWH purchased from SHRG a (i) Convertible Promissory Note in the amount of $250,000, convertible into 148,810 shares of SHRG’s common stock at the option of HWH, and (ii) certain warrants exercisable into 148,810 shares of SHRG’s common stock at an exercise price of $1.68 per share, the exercise period of the warrant being five (5) years from the date of the securities purchase agreement, for an aggregate purchase price of $250,000. At the time of this filing, HWH has not converted any of the debt contemplated by the Convertible Note nor exercised any of the warrants. As of June 30, 2026 and December 31, 2025, the fair value of the warrants was $8 and $12, respectively.

 

The fair value of the 148,810 SHRG warrants under level 2 category as of June 30, 2026 and December 31, 2025, was calculated using binomial option pricing model valued with the following weighted average assumptions:

 

   June 30, 2026   December 31, 2025 
         
Stock price  $0.0222   $0.0230 
Exercise price  $1.6800   $1.6800 
Risk free interest rate   4.18%   3.56%
Annualized volatility   410.27%   390.99%
Dividend Yield  $0.00   $0.00 
Year to maturity   2.72    3.21 

 

 

On March 31, 2025, HWH entered into a securities purchase agreement with the SHRG, pursuant to which SHRG issued a convertible promissory note to HWH in the amount of $150,000. This SHRG Convertible Note is convertible into SHRG’s common stock at $0.80 per share at HWH’s option until maturity three (3) years from the date of the securities purchase agreement. In addition, SHRG granted HWH warrants exercisable into 937,500 shares of SHRG’s common stock. The warrants may be exercised for three (3) years from the date of the securities purchase agreement at an exercise price of $0.85 per share. At the time of this filing, HWH has not converted any of the debt contemplated by the Convertible Note nor exercised any of the warrants. As of June 30, 2026 and December 31, 2025, the fair value of the warrants was $47 and $75, respectively.

 

The fair value of the 937,500 SHRG warrants under level 2 category as of June 30, 2026, was calculated using binomial option pricing model valued with the following weighted average assumptions:

 

   June 30, 2026   December 31, 2025 
         
Stock price  $0.0222   $0.0230 
Exercise price  $0.8500   $0.8500 
Risk free interest rate   3.93%   3.49%
Annualized volatility   410.27%   390.99%
Dividend Yield  $0.00   $0.00 
Year to maturity   1.75    2.25 

 

Convertible Loan Receivables

 

The Company has elected to recognize the convertible loan receivables at fair value and therefore there was no further evaluation of embedded features for bifurcation. The Company engaged third party valuation firm to perform the valuation of convertible loans. The fair value of the convertible loans is calculated using the binomial tree model based on probability of remaining as straight debt using discounted cash flow.

 

During the six months ended June 30, 2026, the Company reclassified some of “Convertible Loan Receivables – Related Party” from current assets to noncurrent assets in the consolidated balance sheet as of December 31, 2025, based on management’s assessment of the expected holding period. This change in classification had no impact on the Company’s consolidated statements of operations, cash flows, or shareholders’ equity.