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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): May 6, 2026
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) |
|
(I.R.S.
Employer
Identification
No.) |
| 4800
Montgomery Lane, Suite 210 Bethesda, MD |
|
20814 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (301) 971-3940
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(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
1.01 Entry into a Material Definitive Agreement.
Termination
Agreement Relating to Purchase of Shares of Hapi Metaverse Inc.
On
February 5, 2026, Alset Inc. (the “Company”) entered into a term sheet (the “Term Sheet”), with HWH International
Inc., a Nevada company (“HWH”). The Company, directly and through subsidiaries, owns a majority of HWH’s common
stock. Pursuant to the Term Sheet, the Company agreed sell to HWH 505,341,376 issued and outstanding shares of common stock, par value
$0.0001 (the “Shares”), of Hapi Metaverse Inc. (“Hapi Metaverse”), a Delaware corporation, representing 99.55%
of Hapi Metaverse’s outstanding capital.
Pursuant
to the Term Sheet, the Company agreed to sell the
Shares through a stock purchase agreement (the “Stock Purchase Agreement”) for a sale price of $19,910,603.00 in the form
of a promissory note convertible into newly issued shares of HWH’s common stock (the “Convertible Note”). The Convertible
Note bore a simple interest rate of 1% per annum. Under the terms of the Convertible Note, the Company could convert any outstanding
principal and interest into shares of HWH’s common stock at $1.85 per share upon ten (10) days’ notice prior to maturity
of the Convertible Note five (5) years from the date of the Term Sheet, and upon maturity of the Convertible Note any outstanding principal
and accrued interest accrued thereunder would automatically be converted into shares of HWH”s common stock at the conversion rate.
On February 5, 2026, the Company entered into the Stock Purchase Agreement with HWH.
The
Company and its subsidiary HWH have now agreed to terminate the purchase and sale of the Hapi Metaverse Shares, and the
agreements contemplating the same, on the terms and subject to the conditions set forth in a Termination Agreement dated May 6, 2026.
The management of the Company and HWH have determined that terminating the sale and purchase of the Hapi Metaverse Shares is in
the best interests of both parties.
Under
the terms of the Termination Agreement, neither HWH nor the Company has any further rights or obligations pursuant to the Term Sheet,
the Stock Purchase Agreement, or the Convertible Note. Neither the Company nor HWH paid any penalties or fees in connection with the
termination.
The
foregoing is a summary only and does not purport to be complete. It is qualified in its entirety by reference to the Termination Agreement,
a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item
1.02 Termination of a Material Definitive Agreement.
The
information included in Item 1.01 of this Current Report on Form 8-K relating to the Company’s Termination Agreement is incorporated
by reference in this Item 1.02.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Termination Agreement, between Alset Inc. and HWH International Inc., dated as of May 6, 2026. |
| 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:
May 7, 2026 |
By: |
/s/
Rongguo Wei |
| |
Name: |
Rongguo
Wei |
| |
Title: |
Co-Chief
Financial Officer |
