Note 6. RELATED PARTY BALANCES AND TRANSACTIONS

Due to Alset Inc.

Alset Inc (“AEI”) is our ultimate holding company that is incorporated in the United States of America. The amount due to AEI represents short-term working capital advances to the Company for its daily operations. There is no written, executed agreement and no financial/non-financial covenants and the amount due to AEI is non-interest bearing. Since the amount due to AEI is due upon request, it is classified as a current liability. The total cumulative amount as of September 30, 2026 was $1,828,632, including $1,828,632 as of December 31, 2025. The forgiven amounts were treated as capital contributions and recorded in additional paid-in-capital. In addition, the Company has outstanding balance due to AEI for the amount of $384,714 and $319,737 as of September 30, 2026 and December 31, 2025.

Due to Alset International Limited.

Alset International Limited (“AIL”) is incorporated in Singapore and is a fellow subsidiary of the common parent company, Alset Inc. The amount due to AIL represents short-term working capital advances to the Company for its daily operations. There is no written, executed agreement and no financial/non-financial covenants and the amount due to AIL is non-interest bearing. Since the amount due to AIL is due upon request, it is classified as a current liability. The total cumulative amount forgiven as of September 30, 2026 was $2,506,677, including $2,506,677 as of December 31, 2025. The forgiven amounts were treated as capital contribution and recorded in additional paid-in capital, in addition, the Company has outstanding balance due to AIL for the amount of $139,726 and $102,328 as of September 30, 2026 and December 31, 2025.

Due to Alset Business Development Pte. Limited.

Alset Business Development Pte. Limited (“ABD”) is incorporated in Singapore and is a fellow subsidiary of Alset Inc. The amount due to ABD represents short-term working capital advances provided by ABD to the Company to finance its daily operations. The advances are non-interest-bearing, unsecured, and repayable on demand, with no written agreement or financial or non-financial covenants. Accordingly, any outstanding balance due to ABD is classified as a current liability.

During the three months ended March 31, June 30, and September 30, 2026, ABD advanced an additional $60,614, $470,342, and $194,462, respectively, to the Company, totaling $725,418 during the nine months ended September 30, 2026. The cumulative amount forgiven as of September 30, 2026 was $4,844,151, including $4,118,733 forgiven as of December 31, 2025, and $39,199, $458,359, and $227,860 forgiven during the three months ended March 31, June 30, and September 30, 2026, respectively. The forgiven amounts were treated as capital contributions and recorded in additional paid-in capital. There was no outstanding balance due to ABD as of September 30, 2026 and December 31, 2025.

Due to Hapi Robot Inc.

Hapi Robot Inc. (“HRI”) is incorporated in the United States of America, and is a fellow subsidiary of Alset Inc. The amount due from HRI represents payable to the Company for the investment in 40% ownership of HRI. There is no written, executed agreement and no financial/non-financial covenants and the amount due to HRI is non-interest bearing. Since the amount due to HRI is due upon request, it is classified as a current liability. The original total amount due to HRI was $4, the entire outstanding balance of $4 was forgiven and treated as capital contribution and recorded in additional paid-in capital as of December 31, 2025. No additional amounts were advanced or forgiven during the nine months ended September 30, 2026, and accordingly, there was no outstanding balance due to HRI as of September 30, 2026 and December 31, 2025.

Due to Alset Global Pte. Limited.

Alset Global Pte. Limited (“AGPL”) is incorporated in Singapore and is a fellow subsidiary of Alset Inc. The amount due to AGPL represents short-term working capital advances provided by AGPL to the Company to finance its daily operations. The advances were non-interest-bearing and repayable on demand, with no written agreement or financial or non-financial covenants. Accordingly, any outstanding balance due to AGPL is classified as a current liability.

The cumulative amount forgiven as of September 30, 2026 was $50,792, including $50,792 forgiven as of December 31, 2025. The forgiven amounts were treated as capital contributions and recorded in additional paid-in capital. No additional advances were provided during the nine months ended September 30, 2026. Accordingly, there was no outstanding balance due to AGPL as of September 30, 2026 and December 31, 2025.

Due to Global eHealth Limited.

Global eHealth Limited (“GHL”) is incorporated in Hong Kong and is a fellow subsidiary of Alset Inc. The amount due to GHL represents short-term working capital advances provided by GHL to the Company to finance its daily operations. The advances were non-interest-bearing and repayable on demand, with no written agreement or financial or non-financial covenants. Accordingly, any outstanding balance due to GHL is classified as a current liability.

The cumulative amount forgiven as of September 30, 2026 was $131,777, including $131,777 forgiven as of December 31, 2025. The forgiven amounts were treated as capital contributions and recorded in additional paid-in capital. No additional advances were provided during the nine months ended September 30, 2026. Accordingly, there was no outstanding balance due to GHL as of September 30, 2026 and December 31, 2025.

Due to / from EnerSyn Global Inc.

EnerSyn Global Inc. (“ESYN”), formerly known as HWH International Inc., is incorporated in the United States of America and was previously a fellow subsidiary of Alset Inc. prior to the change in control of ESYN during the third quarter of 2026. The Company previously received short-term working capital advances totaling $513,520 from Health Wealth Happiness Pte. Ltd. (“HWHPL”), a subsidiary of ESYN, to finance its daily operations. The Company also received additional advances totaling $6,912 from other entities within the ESYN group and paid certain operating expenses on behalf of the ESYN group. These advances were non-interest-bearing and repayable on demand, with no written agreements or financial or non-financial covenants. The outstanding advances from HWHPL had been forgiven as of December 31, 2025. During the nine months ended September 30, 2026, an additional $5,000 of related-party liabilities was forgiven. Including the previously forgiven amounts, related foreign currency adjustments, and amounts forgiven by Alset Business Development Pte. Ltd. (“ABDPL”), a total of $723,868 of related-party liabilities was reclassified to additional paid-in capital as capital contributions during the nine months ended September 30, 2026. Accordingly, the Company had no outstanding balance due to the ESYN group as of September 30, 2026 and December 31, 2025.

Following the change in control of ESYN, the Company separately presented receivable and payable balances with the ESYN group. During the three months ended September 30, 2026, HotApp International Limited, a subsidiary of the Company, paid certain operating expenses on behalf of Hapi Wealth Builder Ltd. (“HWBL”), a subsidiary of ESYN. These amounts are expected to be settled on a monthly basis. Accordingly, the Company recorded a receivable from ESYN of $2,018 and $0 as of September 30, 2026 and December 31, 2025, respectively, which was classified as a current asset.

Prior to the change in control, balances with ESYN and its subsidiaries were presented on a net basis within related-party balances. Following the change in control, the Company separately presented amounts due to and due from ESYN to reflect the respective nature of the transactions.

Due from LiquidValue Development Limited.

LiquidValue Development Limited (“LVDL”) is incorporated in Hong Kong and is a fellow subsidiary of Alset Inc. The amount due from LVDL represents short-term working capital advances provided by the Company to LVDL to finance LVDL’s daily operations. The advances were non-interest-bearing and repayable on demand, with no written agreement or financial or non-financial covenants. The cumulative amount forgiven as of September 30, 2026 was $12,854, including $12,854 forgiven as of December 31, 2025. No additional advances were provided during the nine months ended September 30, 2026. There was no outstanding balance due from LVDL as of September 30, 2026 and December 31, 2025.

Convertible Promissory Notes with VEII

CN #1

On January 27, 2023, the Company and HIPH World Inc. (f.k.a. American Premium Water Corporation and New Electric CV Corporation) (together with the Company, the “Lenders”) entered into a Convertible Credit Agreement (“CN #1”) with Value Exchange International, Inc., a Nevada corporation. CN #1 provides VEII with a maximum credit line of $1,500,000 (“Maximum Credit Line”) with simple interest accrued on any advances of the money under CN #1 at 8%. The principal amount of any advance of money under CN #1 (each being referred to as an “Advance”) is due in a lump sum, balloon payment on the third annual anniversary of the date of the Advance (“Advance Maturity Date”). Accrued and unpaid interest on any Advance is due and payable on a semi-annual basis with interest payments due on the last business day of June and last business day of December of each year. A Lender may demand that any portion or all of the unpaid principal amount of any Advance as well as accrued and unpaid interest thereon may be paid in shares of VEII’s common stock in lieu of cash payment. On February 23, 2023, Hapi Metaverse loaned VEII $1,400,000 (the “Loan Amount”). The Loan Amount can be converted into shares of VEII pursuant to the terms of the Convertible Credit Agreement for a period of three years. There is no fixed conversion price for the conversion option until Hapi Metaverse gives notice of conversion to convert the Loan Amount into shares of VEII common stock. The maturity date was extended to February 23, 2028 in March 2026.

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, level 1 of financial assets. Under the terms of CN #1, the Company received common stock warrants, level 2 of financial assets, to purchase a maximum of 36,723,160 shares of VEII common stock at an exercise price of $0.1770 per share. Such warrants expire five (5) years from date of their issuance.

As of September 30, 2026, $100,000 credit was advanced, and interest income of $2,016 and $5,984 are included in interest income for the three and nine months ended September 30, 2026, respectively. Interest income of $2,016 and $5,984 are included in interest income for the three and nine months ended September 30, 2025, respectively. Alset Inc. acted as an intermediary to pay the money directly to VEII. A corresponding note payable to Alset Inc. was entered into in connection with this transaction. See the following paragraph for a description of the note payable to Alset Inc.

On February 23, 2023, the Company and Alset Inc. (“AEI”) entered into a Subscription Agreement (the “AEI Subscription Agreement”). Pursuant to the AEI Subscription Agreement, the Company borrowed $1,400,000 (the “AEI Loan Amount”) from AEI in exchange for a Convertible Promissory Note (the “AEI Note”). The AEI Note bears simple interest at a rate of 8% per annum and had an original term of three years, maturing on February 23, 2026. Subsequent to the maturity, the Company and AEI entered into an amendment to the AEI Note extending the maturity date by an additional three years to February 23, 2029. All other terms of the AEI Note remain unchanged. As of September 30, 2026, the outstanding principal balance of $1,400,000 is classified within non-current liabilities in the condensed consolidated balance sheets. The AEI Note may be converted in whole or in part, into fully-paid and non-assessable shares of common stock, par value $0.0001 per share, of the Company (the “Shares”) at fixed conversion rate equal to $0.50 per share. AEI may require repayment upon 30 days’ notice. The Company shall be entitled to repay all or any portion of the AEI Loan Amount to AEI early and without penalty. As of September 30, 2026, $1,400,000 remains unpaid, and interest expenses of $28,230 and $83,770 are included in interest expenses for the three and nine months ended September 30, 2026, respectively. Interest expenses of $28,230 and $83,770 are included in interest expenses for the three and nine months ended September 30, 2025, respectively. The AEI Loan Amount was used by the Company to fulfill the CN #1 between the Company and VEII.

CN #2

On December 14, 2023, the Company entered into a Convertible Credit Agreement (“CN #2”) with VEII. On December 15, 2023, the Company loaned VEII $1,000,000. CN #2 was amended pursuant to an agreement dated December 19, 2023. Under CN #2, as amended, this amount can be converted into shares of VEII pursuant to the terms of the Convertible Credit Agreement for a period of three years and will mature on December 14, 2026, with 8% interest per annum. In the event that the Company converts this loan into shares of VEII common stock, the conversion price shall be $0.045 per share. In the event that the Company elects to convert any portion of the loan into shares of VEII common stock in lieu of cash payment in satisfaction of that loan, then VEII will issue to the Company five (5) detachable warrants for each share of VEII common stock issued in a conversion (“Warrants”). Each Warrant will entitle the Company to purchase one (1) share of common stock at a per-share exercise price equal to the Conversion Price. The exercise period of each Warrant will be five (5) years from date of issuance of the Warrant. At the time of this filing, the Company has not converted the Loan Amount. As of September 30, 2026, $1,000,000 credit was advanced, and interest income of $20,164 and $59,836 is included in interest income for the three and nine months ended September 30, 2026, respectively. Interest income of $20,164 and $59,836 are included in interest income for the three and nine months ended September 30, 2025, respectively. The Company has subsequently confirmed with VEII the intention to extend the loan to December 14, 2027, with final terms to be formalized prior to the original maturity.

On December 15, 2023, the Company and Alset International Limited (“AIL”) entered into a Subscription Agreement (the “AIL Subscription Agreement”). Pursuant to the AIL Subscription Agreement, the Company has borrowed $1,000,000 (the “AIL Loan Amount”) from AIL in exchange for a Promissory Note (the “AIL Note”). The term of the AIL Note is three years and will mature on December 15, 2026, with simple interest rate of 5% per annum. AIL may require repayment upon 30 days’ notice. The Company shall be entitled to repay all or any portion of the AIL Loan Amount to Alset International Limited early and without penalty.

As of September 30, 2026, $1,000,000 remains unpaid, and interest expenses of $12,603 and $37,397 are included in interest expenses for the three and nine months ended September 30, 2026, respectively. Interest expenses of $12,603 and $37,397 are included in interest expenses for the three and nine months ended September 30, 2025, respectively. The Company used the AIL Loan Amount to fulfill the CN#2.

CN #3

On July 15, 2024, the Company entered into a Convertible Credit Agreement (“CN #3”) with VEII for an unsecured credit line in the maximum amount of $110,000. Advances of the principal under CN #3 accrue simple interest at 8% per annum. Each Advance under CN #3 and all accrued interest thereon may, at the election of VEII, or the Company, be: (1) repaid in cash; (2) converted into shares of VEII common stock; or (3) be repaid in a combination of cash and shares of VEII common stock. The principal amount of each advance under CN #3 shall be due and payable on the third (3rd) annual anniversary of the date that the advance is received by VEII along with any unpaid interest accrued on the principal (the “Advance Maturity Date 3”). Prior to the Advance Maturity Date 3, unpaid interest accrued on any advance shall be paid on the last business day of June and on the last business day of December of each year in which the advance is outstanding and not converted into shares of VEII common stock. Company may prepay any advance under CN #3 and interests accrued thereon prior to Advance Maturity Date 3 without penalty or charge. At the time of this filing, the Company has not converted the loan amount. As of September 30, 2026, $110,000 credit was advanced, and interest income of $2,218 and $6,582 is included in interest income for the three and nine months ended September 30, 2026, respectively. Interest income of $2,218 and $6,582 is included in interest income for the three and nine months ended September 30, 2025, respectively.

Our Chairman, Chan Heng Fai, and another member of our Board of Directors, Lum Kan Fai, are both members of the Board of Directors of VEII. In addition to Mr. Chan, three other members of the Board of Directors of Alset Inc., our majority stockholder, are also members of the Board of Directors of VEII (Wong Shui Yeung, Wong Tat Keung and Lim Sheng Hon, Danny).

Convertible promissory note receivable - related party measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheets as of September 30, 2026 and December 31, 2025:

SCHEDULE OF CONVERTIBLE PROMISSORY NOTE RECEIVABLE ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

The Company has elected to recognize the convertible loan 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 with the following assumptions:

SCHEDULE OF FAIR VALUE OF CONVERTIBLE LOANS USING BINOMIAL TREE MODEL

SCHEDULE OF CONVERTIBLE NOTES RECEIVABLE

During the nine months ended September 30, 2026 and 2025, the Company measured the fair value of convertible notes receivable with VEII and the balance decreased from $489,418 to $394,049 and decreased from $569,630 to $534,947, respectively. The total $95,369 and $34,683 revaluated loss amount was booked in unrealized loss on securities investment – related party in the nine months ended September 30, 2026 and 2025, respectively.

On August 22, 2025, the Company’s subsidiary Smart Reward Express Limited paid a bill on behalf of Value Exchange International (Hong Kong) Limited (“VEIHK”), a subsidiary of VEII, in the amount of $34,185 as an interest-free loan, which is due on demand.

On September 5, 2025, the Company’s subsidiary Hotapp International Limited entered into a loan agreement with VEIHK, in the amount of $84,819 at a rate of 8% per annum, the maturity date of which is on or before the three months of the effective date. The Company entered into a verbal agreement with VEIHK pursuant to which the Company agreed to cease accruing interest on the outstanding balance after December 31, 2025, and VEIHK agreed to repay the outstanding balance during 2026. As of September 30, 2026, total $70,298 was repaid.

As of September 30, 2026, VEIHK owed the Company a total of $50,720, which was recorded in loan due from related party in the financial statements. As of December 31, 2025, VEIHK owed the Company a total of $121,199, which was recorded in loan due from related party in the financial statements.

During the three months ended March 31, 2026, a subsidiary of the Company paid operating expenses totaling $99 on behalf of its related party, New Energy Asia Pacific Company Limited. As of September 30, 2026, the outstanding balance of $99 was included in “Loan due from related parties” on the Company’s condensed consolidated balance sheets.

Due from HapiTravel Holding Pte. Ltd.

On December 17, 2024, the Company entered into a share purchase agreement with HapiTravel Holding Pte. Limited (“HTHPL”), pursuant to which the Company sold 500,000 ordinary shares of Hapi Travel Limited (“HTL”), representing 100% of the issued and outstanding share capital of HTL, in exchange for a promissory note in the amount of $82,635, which bears an interest rate of 6% and has a scheduled maturity two years from the date of the promissory note. Prior to the change in control of EnerSyn Global Inc. (“ESYN”), ESYN indirectly held a 17.1% ownership interest in HTHPL through its wholly owned subsidiary, Health Wealth Happiness Pte. Ltd. (“HWHPL”).

Interest income of $979 and $2,906 was recognized for the three and nine months ended September 30, 2026, respectively. Interest income of $1,193 and $3,798 was recognized for the three and nine months ended September 30, 2025, respectively. The Company recognized a $257,733 gain through additional paid-in capital as a result of the sale to a related party.

As of December 31, 2025, the outstanding principal balance of $65,204 and accrued interest of $4,839 were included in promissory note receivable – related parties and loans due from related parties, respectively, in the Company’s consolidated balance sheet. Following the change in control of ESYN during the third quarter of 2026, whereby Alset Inc. (“AEI”), the Company’s ultimate parent, ceased to control ESYN, HTHPL was no longer considered a related party of the Company. Accordingly, as of September 30, 2026, the outstanding principal balance of $64,660 and accrued interest of $7,701 were included in promissory note receivable and prepaid expenses and other current assets, respectively, in the Company’s condensed consolidated balance sheet.