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2025-07-23
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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
23, 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 |
|
Trading Symbol |
|
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
2.01 Completion of Acquisition or Disposition of Assets
On
July 23, 2025, the Company completed the purchase of New Energy Asia Pacific Inc. (“NEAPI”), as described in the Company’s
current report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 22, 2025 and the Company’s
definitive information statement as filed with the SEC on July 1, 2025.
As
previously reported, the Company entered into the Stock Purchase Agreement dated as of May 22, 2025 with Chan Heng Fai, the Company’s
Chairman, Chief Executive Officer and largest stockholder, pursuant to which the Company purchased from Mr. Chan all of the outstanding
shares of NEAPI for a purchase price of $83,000,000 in the form of a promissory note convertible into newly issued shares of the Company’s
common stock (the “Convertible Note”). The Convertible Note bears a simple interest rate of 1% per annum. Under the
terms of the Convertible Note, Mr. Chan may convert any outstanding principal and interest into shares of the Company’s common
stock at $3.00 per share prior to maturity of the Convertible Note five (5) years from the date of the Convertible Note. Upon maturity
of the Convertible Note any outstanding principal and accrued interest accrued thereunder would be automatically be converted
into shares of the Company’s common stock at the conversion rate.
On July 23, 2025, Mr. Chan converted
the entire balance of the $83,000,000 Convertible Note into 27,666,667 restricted shares of the Company’s common stock. Such securities
were not registered under the Securities Act of 1933 and were issued pursuant to the exemption under Section 4(2) of the Securities Act.
NEAPI
owns 41.5% of the issued and outstanding shares of New Energy Asia Pacific Company Limited (“New Energy”), a Hong Kong corporation.
New Energy focuses on distributing all-electric versions of special-purpose and transportation vehicles, charging stations and batteries.
The
Company intends for this to be a strategic move, in line with the Company’s commitment to advancing sustainable and eco-friendly
solutions for the future. New Energy’s business focuses on promoting sustainability in the transportation sector by serving as
a distributor of all-electric special-purpose and transportation vehicles, along with charging stations and batteries. The Company believes
that lower carbon emissions, reduced noise pollution, and the elimination of fuel costs will continue to drive demand for electric vehicles.
In addition to construction vehicles, which it expects will join the ranks of electric cars and public transportation as widespread eco-friendly
alternatives to internal combustion vehicles, New Energy also distributes electric versions of special-purpose vehicles for municipal
uses, adoption of which would offer similar benefits to customers. Currently, New Energy has a strong pipeline of demand, with signed
collective sales secured via Memorandums of Understanding and continues to garner strong interest from local government departments and
market demand. New Energy will seek to significantly increase revenues in the coming months relating to both electric chargers and electric
vehicles. New Energy’s expertise extends across Asia, with established service and training centers in China and Hong Kong, and
ongoing development planned in various parts of the world.
Chan
Heng Fai, the Company’s Chairman, Chief Executive Officer and largest stockholder is a member of the Board of Directors of New
Energy. Mr. Lui Wai Leung Alan, the Company’s Co-Chief Financial Officer, is also a member of the Board of Directors of New Energy.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.
The
information contained in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information included in Item 2.01
of this Current Report on Form 8-K relating to the Company’s Stock Purchase Agreement is incorporated by reference in this Item
3.02. In connection with the issuance of 27,666,667 shares of the common stock of the Company which have been issued upon the conversion
of the Convertible Note, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act
of 1933, as amended, for transactions not involving a public offering.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Amended Term Sheet dated as of May 8, 2025 between Alset Inc. and Chan Heng Fai, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 14, 2025. |
| 10.2 |
|
Stock Purchase Agreement dated as of May 22, 2025, between Alset Inc. and Chan Heng Fai incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 22, 2025. |
| 10.3 |
|
Convertible Note between Alset Inc. and Chan Heng Fai, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 22, 2025. |
| 10.4 |
|
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 23, 2025 |
By: |
/s/
Rongguo Wei |
| |
Name: |
Rongguo
Wei |
| |
Title: |
Co-Chief
Financial Officer |
