[8-K] Alset Inc. Reports Material Event

Rhea-AI Filing Summary

Form 8-K – Item 4.01: Change in Certifying Accountant

On July 2, 2025 the Board of Directors of Alset Inc. (NASDAQ: AEI) dismissed Grassi & Co., CPAs, P.C. as the company’s independent registered public accounting firm and engaged HTL International, LLC for the fiscal year ending December 31, 2025. The Audit Committee recommended both the dismissal and the new engagement, and the full Board approved the actions.

Key disclosures

• Grassi’s reports on the company’s 2024 and 2023 financial statements were unqualified; there were no adverse or disclaimer opinions.
• No disagreements with Grassi occurred on accounting principles, financial statement disclosures, or audit scope during the covered periods.
• No reportable events (as defined under Item 304(a)(1)(v) of Regulation S-K) were identified.
• Alset has requested that Grassi provide a letter to the SEC confirming its agreement with these statements; the letter is filed as Exhibit 16.1.
• The company states it has not consulted with HTL on any accounting matters or issues described in Item 304(a)(2) prior to engagement.

Investor takeaways

• The transition appears routine, with no cited disputes or audit qualifications, suggesting limited immediate financial impact.
• Nevertheless, auditor turnover can draw additional investor and regulatory scrutiny until the new firm establishes its audit history with Alset.

Positive

• Unqualified prior audit opinions indicate historical financial statements were free of material misstatements.
• No disagreements or reportable events reduce litigation or restatement risk linked to the auditor change.

Negative

• Auditor turnover can signal potential governance or reporting challenges, meriting closer investor scrutiny.

Insights

Financial Analyst

TL;DR: Neutral auditor change; clean prior opinions; limited direct earnings impact.

From a valuation perspective, Alset’s switch to HTL is unlikely to alter near-term cash flows or capital structure. The absence of disagreements or reportable events reduces the risk typically associated with auditor turnover. Investors should monitor the 2025 Form 10-K audit for continuity and any shifts in accounting estimates under the new firm.

Corporate Governance Expert

TL;DR: Governance-neutral, but auditor rotation warrants monitoring for oversight effectiveness.

The Board followed recommended governance practice by having the Audit Committee initiate and the full Board ratify the change. Filing Grassi’s concurrence letter as Exhibit 16.1 demonstrates transparency. While no disputes are reported, stakeholders should watch for any restatements or control findings in future filings as HTL conducts initial audit procedures.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2, 2025

ALSET INC.

(Exact name of registrant as specified in its charter)

Texas		001-39732		83-1079861
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4800 Montgomery Lane
Suite 210
Bethesda, Maryland 20814		20814
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (301) 971-3940

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		AEI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant.

On July 2, 2025, the Board of Directors of Alset Inc. (the “Company”) dismissed Grassi & Co., CPAs, P.C. (“Grassi”) as its independent registered public accounting firm at the recommendation of the Audit Committee. Grassi’s audit report on the Company’s financial statements for the years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the year ended December 31, 2024, and during the subsequent interim period preceding the date of dismissal, there were (i) no disagreements with Grassi on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, and (ii) no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

The Company has requested Grassi to furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the statements made above by the Company. The Company has filed this letter as exhibit 16.1 to this Current Report on Form 8-K.

On July 2, 2025, the Company engaged HTL International, LLC (“HTL”) as its independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025. The decision to engage HTL was recommended by the Company’s Audit Committee and approved by the Company’s Board of Directors.

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with HTL regarding either:

1.

The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that HTL concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

2.

Any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
16.1		Letter from Grassi & Co., CPAs, P.C.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	ALSET INC.
Dated: July 2, 2025	By:	/s/ Rongguo Wei
	Name:	Rongguo Wei
	Title:	Co-Chief Financial Officer

FAQ

Why did Alset Inc. (AEI) file an 8-K on July 2, 2025?

The company disclosed the dismissal of Grassi & Co. and the engagement of HTL International as its new independent auditor.

Were there any disagreements between Alset and Grassi & Co.?

No. The filing states there were no disagreements on accounting principles, disclosures, audit scope, or procedures.

Did Grassi issue qualified opinions on Alset’s 2024 or 2023 financial statements?

No. Both audit reports were unqualified and contained no adverse or disclaimer opinions.

What exhibit accompanies the auditor change disclosure?

Exhibit 16.1 – a letter from Grassi & Co. addressed to the SEC confirming agreement with the company’s statements.

Who approved the engagement of HTL International, LLC?

The Audit Committee recommended and the Board of Directors approved HTL’s engagement for the 2025 fiscal year audit.