v3.26.3
DUE TO / FROM RELATED PARTIES
9 Months Ended
Sep. 30, 2026
Due To From Related Parties  
DUE TO / FROM RELATED PARTIES

NOTE 7 — DUE TO / FROM RELATED PARTIES

 

As of December 31, 2025, the Company’s receivables from and payables to Alset Inc. and its subsidiaries, which were under common control with the Company, were presented on a net basis as “Due to related parties, net,” on the consolidated balance sheet and the gross balances with each counterparty were disclosed in the notes. Following the change in control of the Company on August 10, 2026, these entities are no longer under common control with the Company, and as of September 30, 2026, the Company did not have a legal basis to set off the amounts due to and due from these entities. Accordingly, these amounts are presented on a gross basis as of September 30, 2026, with the gross balances as of December 31, 2025 presented below for comparative purposes.

 

 

Due to / from Alset Inc.

 

Alset Inc. (“AEI”) is the Company’s former corporate parent. There is no executed written loan agreement, and the amount due to AEI is non-interest-bearing and repayable on demand. As of December 31, 2025, the Company had an outstanding balance due to AEI of $569,614, which was presented on a net basis within “Due to related parties, net” on the consolidated balance sheet.

 

Prior to August 10, 2026, the outstanding receivable from Alset Business Development Pte. Limited (“ABD”), total of $4,232,313 as of December 31, 2025, was transferred to AEI, with AEI assuming the repayment obligation and ABD being released from its obligation to the Company. As a result, the Company no longer had an outstanding receivable from ABD. After the transfer and subsequent movements, including addition $895,472, repayment ($504,472) and foreign exchange adjustments approximately $34,416, the Company reported an outstanding receivable from AEI of $4,088,115 as of September 30, 2026. Accordingly, the outstanding receivable is presented on a gross basis within “Due from related parties” on the Company’s condensed consolidated balance sheet as of September 30, 2026.

 

Due to Alset International Limited.

 

Alset International Limited (“AIL”) is incorporated in Singapore and is a subsidiary of Alset Inc., the Company’s former parent and a significant stockholder. The amount due to AIL represents short-term working capital advances provided to the Company for its daily operations. There is no executed written agreement, and the amount due to AIL is non-interest-bearing and repayable on demand. Accordingly, the amount due to AIL is classified as a current liability. The outstanding balances due to AIL were $4,606,923 and $4,653,037 as of September 30, 2026 and December 31, 2025, respectively.

 

As of September 30, 2026 and December 31, 2025, the outstanding balances due from AIL subsidiaries were $59 and $0, respectively. The balance as of September 30, 2026 represented operating expenses paid for Alset F&B One Pte. Limited, a subsidiary of AIL, by the Company’s subsidiaries. These advances are non-interest-bearing and was included in the condensed consolidated balance sheet under “Due from related parties” on a gross basis.

 

The amount due to AIL was presented on a net basis within “Due to related parties, net” on the consolidated balance sheet as of December 31, 2025. Following the change in control on August 10, 2026, Alset Inc. ceased to control the Company while AIL and the Company continue to be related parties. As of September 30, 2026, the Company presents the outstanding amount due to AIL on a gross basis within “Due to related parties” on the condensed consolidated balance sheet, without offsetting it against receivables from other related parties.  

 

Due from Alset Business Development Pte. Limited.

 

Alset Business Development Pte. Limited (“ABD”) is incorporated in Singapore and is a subsidiary of Alset Inc. (“AEI”). The balance with ABD represents the amount from advances provided by ABD to Hapi Cafe Inc. for its investment in Ketomei Pte. Ltd. in March 2022, and a $5,000,000 loan provided by Health Wealth Happiness Pte. Ltd. (“HWHPL”), a subsidiary of the Company, to ABD in November 2024, of which $707,000 was repaid in December 2024. There is no executed written agreement, and these related-party balances are non-interest-bearing.

 

As of December 31, 2025, the Company had an outstanding receivable from ABD of $4,232,313, which was presented on a net basis within “Due to related parties, net” on the consolidated balance sheet. Prior to the change in control of the Company on August 10, 2026, the outstanding receivable from ABD was transferred to AEI, with AEI assuming the repayment obligation and ABD being released from its obligation to the Company. As a result, the Company no longer had an outstanding receivable from ABD. Accordingly, as of September 30, 2026, the balance due from ABD was $0.

 

Due to / from Hapi Metaverse Inc. 

 

Hapi Metaverse Inc. (“HMI”) is incorporated in the United States of America and is a subsidiary of the Company’s former corporate parent, Alset Inc. The amount due from HMI represented short-term working capital advances provided by the Company to finance HMI’s daily operations, including $5,000 advanced to HMI and $126,506 advanced to HotApp International Limited, a subsidiary of HMI, during the nine months ended September 30, 2026. There are no executed written agreements governing these advances, and the balances are non-interest-bearing.

 

As of September 30, 2026 and December 31, 2025, the outstanding balances due from HMI and its subsidiaries were $0 and $381,461, respectively. The decrease was primarily attributable to the forgiveness of outstanding balances totaling approximately $515,102 by the Company and its subsidiaries, with the related amount recognized in general and administrative expenses. Accordingly, no amount remained due from HMI and its subsidiaries as of September 30, 2026 and the balance as of December 31, 2025 was included in the consolidated balance sheet under “Due to related parties” on a net basis.

 

As of September 30, 2026 and December 31, 2025, the outstanding balances due to HMI and its subsidiaries were $2,018 and $0, respectively. The balance as of September 30, 2026 represented operating expenses paid by HotApp International Limited, a subsidiary of HMI, on behalf of the Company’s subsidiaries. These advances are non-interest-bearing and were included in the consolidated balance sheet under “Due to related parties” on a gross basis.

 

Due to Director of Ketomei Pte. Limited

 

As of September 30, 2026 and December 31, 2025, the outstanding balances due to a director of Ketomei Pte. Limited, a subsidiary of the Company, were $4,283 and $4,263, respectively.