AEI Insider Conversion: $83M Debt Swapped for 27.7M Shares, Ownership at 35.7M

Rhea-AI Filing Summary

On 23 Jul 2025, Alset Inc. (AEI) Chief Executive Officer, Director and >10% owner Chan Heng Fai converted the entire $83 million principal of a previously issued convertible promissory note into 27,666,667 new common shares at $3.00 per share. The transaction removes the debt from Alset’s balance sheet and raises Mr. Chan’s direct holding to 31,789,903 shares. Including 3,875,506 shares held via HFE Holdings Ltd., his total beneficial ownership reaches 35,665,409 shares.

The Form 4 lists the note receipt (code J) and its same-day conversion (code C), leaving no derivative securities outstanding. While the debt-for-equity swap strengthens the company’s leverage profile and signals insider commitment, it increases the outstanding share count, creating dilution for existing shareholders and further concentrating control in the CEO.

• Shares issued: 27.67 m
• Conversion price: $3.00
• Total insider stake: 35.67 m shares
• Debt retired: $83 m

Insights

Equity Analyst

TL;DR: Debt converted to equity—balance sheet improves, dilution offsets benefit.

The $83 m promissory note is eliminated, cutting leverage and interest burden. Insider cash commitment is implied, albeit via a note, signaling confidence in AEI’s prospects. Nevertheless, issuing 27.7 m shares is material for a micro-cap, reducing existing shareholders’ percentage ownership and EPS potential. Net-net, the filing is strategically neutral: balance-sheet positive, valuation dilution negative.

Corporate Governance Expert

TL;DR: Insider’s stake climbs above 35 m shares, heightening control risk.

Chan Heng Fai now owns roughly 35.7 m shares, reinforcing majority influence over board decisions. Greater alignment can accelerate strategic moves, but the concentration may weaken minority shareholder protections. Governance observers should monitor related-party transactions post-conversion.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Chan Heng Fai Ambrose

(Last) (First) (Middle)

9 TEMASEK BOULEVARD #16-4

SUNTEC TOWER TWO

(Street)

SINGAPORE U0 038989

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Alset Inc. [ AEI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/23/2025		J(1)		27,666,667	A	(1)	31,789,903(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Debt	$3	07/23/2025		J		27,666,667(1)		07/23/2025	07/23/2030	Common Stock	27,666,667	(1)	27,666,667	D
Convertible Debt	$3	07/23/2025		C			27,666,667(1)	07/23/2025	07/23/2030	Common Stock	27,666,667	(1)	0(2)	D

Explanation of Responses:

1. On July 23, 2025, in consideration for the acquisition of certain assets, Alset Inc. issued a convertible promissory note (the "Note") to Chan Heng Fai in the amount of $83,000,000. The Note was convertible at a conversion price of $3.00 per share. On July 23, 2025, Mr. Chan converted the entire principal of the Note into 27,666,667 newly issued shares of the Issuer's common stock.

2. In addition to the shares of common stock held directly by Mr. Chan, Mr. Chan also indirectly owns 3,875,506 shares of common stock held by HFE Holdings Limited. Mr. Chan has sole voting and investment power with respect to the shares held by HFE Holdings Limited. Mr. Chan is the beneficial owner of 35,665,409 shares of the common stock of Alset Inc.

	/s/ Chan Heng Fai Ambrose	07/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many Alset Inc. (AEI) shares did Chan Heng Fai acquire?

He received 27,666,667 newly issued common shares through note conversion.

What was the conversion price of the promissory note?

The note converted at $3.00 per share.

How much debt was eliminated by the conversion?

The conversion retired $83 million in principal from Alset’s balance sheet.

What is Chan Heng Fai’s total ownership after the transaction?

He beneficially owns 35,665,409 AEI shares (direct and indirect).

Does the filing leave any derivative securities outstanding?

No. The note (code J) was fully converted (code C), leaving 0 derivatives outstanding.

Will this transaction dilute existing shareholders?

Yes. The issuance of 27.7 m new shares expands the share base, diluting existing holders’ percentage ownership.