AEI 8-K
Alset Inc. (AEI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | |
Exhibit 10.1
TERMINATION AGREEMENT
This Termination Agreement, dated as of May 6, 2026 (the “Termination Agreement”), between HWH International Inc., a Nevada corporation, (“HWH”), and Alset Inc., a Texas corporation (“Alset”), and together with HWH, the “Parties”, and each, a “Party”).
WHEREAS, the Parties have entered into a Term Sheet and a Stock Purchase Agreement, and HWH agreed, pursuant to the terms thereof, to issue to Alset a Convertible Promissory Note (in the forms of Exhibit A, Exhibit B, and Exhibit C hereto, respectively) (collectively, the “Agreements”);
WHEREAS, the Parties desire to not proceed with the sale and purchase of the shares of Hapi Metaverse Inc. contemplated by the Agreements; and
WHEREAS, the Parties hereto desire to terminate the Agreements on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions. Capitalized terms used and not defined in this Termination Agreement have the respective meanings assigned to them in the Agreements.
2. Termination of the Agreements. Subject to the terms and conditions of this Termination Agreement, the Agreements are hereby terminated as of the date first written above (the “Termination Date”). From and after the Termination Date, the Agreements will be of no further force or effect, and the rights and obligations of each of the Parties thereunder shall terminate.
3. Representations and Warranties. Each Party hereby represents and warrants to the other Party that:
(a) It has the full right, power, and authority to enter into this Termination Agreement and to perform its obligations hereunder.
(b) The execution of this Termination Agreement by the individual whose signature is set forth at the end of this Termination Agreement on behalf of such Party, and the delivery of this Termination Agreement by such Party, have been duly authorized by all necessary action on the part of such Party.
(c) This Termination Agreement has been executed and delivered by such Party and (assuming due authorization, execution, and delivery by the other Party hereto) constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
4. Miscellaneous.
(a) This Termination Agreement and all related documents are governed by, and construed in accordance with, the laws of the State of Delaware.
(b) This Termination Agreement and each of the terms and provisions hereof may only be amended, modified, waived, or supplemented by an agreement in writing signed by each Party.
(c) The Parties drafted this Termination Agreement without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
(d) If any term or provision of this Termination Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Termination Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
(e) This Termination Agreement constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
(f) Each Party shall pay its own costs and expenses in connection with the drafting, negotiation, and execution of this Termination Agreement (including the fees and expenses of its advisors, accountants, and legal counsel).
(g) This Termination Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Termination Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Termination Agreement.
IN WITNESS WHEREOF, the Parties have executed this Termination Agreement as of the date first written above.
| HWH INTERNATIONAL INC. | ||
| By | /s/ Rongguo Wei | |
| Name: | Rongguo Wei | |
| Title: | CFO | |
| ALSET INC. | ||
| By | /s/ Alan Lui | |
| Name: | Alan Lui | |
| Title: | Co-CFO | |
Exhibit A
Term Sheet
Exhibit B
Stock Purchase Agreement
Exhibit C
Convertible Promissory Note