Alset ends $19.9M Hapi Metaverse sale to HWH

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Form Type

8-K

Rhea-AI Filing Summary

Alset Inc. has terminated a planned related-party sale of nearly all of its stake in Hapi Metaverse Inc. to HWH International Inc. The original deal covered 505,341,376 Hapi Metaverse shares, representing 99.55% of its outstanding capital, for a purchase price of $19,910,603 via a convertible promissory note.

The note was to bear 1% simple annual interest and be convertible into newly issued HWH common stock at $1.85 per share over a five-year term. Under the May 6, 2026 Termination Agreement, Alset and HWH have no further rights or obligations under the term sheet, stock purchase agreement, or convertible note, and no penalties or fees were paid.

Insights

Alset cancels a $19.9M related-party sale of Hapi Metaverse with no penalties.

Alset Inc. and majority-owned affiliate HWH International Inc. have agreed to terminate a previously arranged transaction in which Alset would have sold 505,341,376 Hapi Metaverse shares, representing 99.55% of that company, for $19,910,603 in a convertible note.

The note was structured with 1% simple annual interest and a $1.85 per share conversion price into newly issued HWH common stock, maturing five years after the February 5, 2026 term sheet. Management of both companies determined that ending the deal is in their best interests, and the termination removes all rights and obligations under the term sheet, stock purchase agreement, and note.

No penalties or fees were paid in connection with the termination, so the change primarily affects Alset’s prospective ownership and financing structure related to Hapi Metaverse rather than creating an immediate cash impact. Future company filings may provide additional context on strategic plans for Hapi Metaverse following this decision.

8-K Event Classification

3 items: 1.01, 1.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Hapi Metaverse shares in deal: 505,341,376 shares Ownership represented: 99.55% Purchase price: $19,910,603 +4 more

7 metrics

Hapi Metaverse shares in deal 505,341,376 shares Planned sale under February 5, 2026 term sheet

Ownership represented 99.55% Portion of Hapi Metaverse’s outstanding capital covered by sale

Purchase price $19,910,603 Consideration for Hapi Metaverse shares via convertible note

Interest rate 1% per annum Simple interest on HWH convertible promissory note

Conversion price $1.85 per share Price to convert note into HWH common stock

Note maturity 5 years Maturity from February 5, 2026 term sheet date

Termination Agreement date May 6, 2026 Date Alset and HWH agreed to terminate the transaction

Key Terms

Material Definitive Agreement, Termination Agreement, promissory note, Convertible Note, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Termination Agreement regulatory

"on the terms and subject to the conditions set forth in a Termination Agreement dated May 6, 2026."

A termination agreement is a written contract that formally ends a prior agreement between two or more parties and sets the terms for how obligations, payments, and rights are resolved when that relationship stops. It matters to investors because it can change a company’s future cash flows, liabilities, legal exposure and access to assets or services—like the paperwork you sign when you break a lease that also settles who pays what and who keeps what.

promissory note financial

"for a sale price of $19,910,603.00 in the form of a promissory note convertible into newly issued shares"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

Convertible Note financial

"the Convertible Note bore a simple interest rate of 1% per annum."

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

stock purchase agreement financial

"the Company entered into the Stock Purchase Agreement with HWH."

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Alset (AEI) terminate involving Hapi Metaverse?

Alset terminated a planned sale of 505,341,376 Hapi Metaverse shares to HWH International Inc. The shares represented 99.55% of Hapi Metaverse’s outstanding capital and were to be sold for $19,910,603 through a convertible promissory note.

What were the original financial terms of Alset (AEI)’s Hapi Metaverse sale?

Alset agreed to sell Hapi Metaverse shares for $19,910,603 via a promissory note. The note carried 1% simple annual interest and could convert into newly issued HWH International common stock at $1.85 per share over a five-year term from the February 5, 2026 term sheet.

Did Alset (AEI) or HWH incur any penalties for terminating the Hapi Metaverse deal?

Neither Alset nor HWH paid any penalties or fees in connection with the termination. The Termination Agreement states both parties have no further rights or obligations under the term sheet, stock purchase agreement, or convertible note related to the planned Hapi Metaverse share sale.

Why did Alset (AEI) and HWH decide to terminate the Hapi Metaverse transaction?

Management of both Alset and HWH concluded that ending the sale and purchase of the Hapi Metaverse shares is in the best interests of both parties. The filing does not elaborate on specific strategic reasons but confirms mutual agreement to terminate all related agreements without penalties.

What agreements did Alset (AEI)’s Termination Agreement cancel?

The Termination Agreement dated May 6, 2026 cancels all rights and obligations under the February 5, 2026 term sheet, the stock purchase agreement for Hapi Metaverse shares, and the associated convertible promissory note between Alset and HWH International, effectively unwinding the entire planned transaction structure.

How was the convertible note in Alset (AEI)’s Hapi Metaverse deal structured?

The convertible note carried 1% simple interest per year and allowed Alset to convert principal and interest into HWH common stock at $1.85 per share. Conversion could occur with ten days’ notice before maturity, and any remaining balance would automatically convert at maturity five years after the term sheet date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/07/2026 - 05:00 PM EDT

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 26.5 KB

Alset ends $19.9M Hapi Metaverse sale to HWH

Rhea-AI Filing Summary