Alset Inc. (NASDAQ: AEI) Announces Termination of Material Definitive Agreement with HWH International Inc.
Key Highlights:
- Alset Inc. (the “Company”) has announced the termination of a previously signed Stock Purchase Agreement with HWH International Inc. (“HWH”).
- The original agreement involved the sale of shares by Alset Inc. to HWH for a total consideration of \$19,910,603 via a convertible promissory note.
- The promissory note carried a simple interest rate of 1% per annum and was convertible into newly issued shares of HWH common stock at \$1.85 per share.
- Automatic conversion of the note would have occurred upon maturity (five years from the term sheet date) or at the Company’s option with ten days’ notice prior to maturity.
- The termination was formalized through a Termination Agreement signed and dated May 6, 2026.
- The Company has filed the Termination Agreement as an exhibit (Exhibit 10.1) to this Form 8-K.
- No written communications, soliciting materials, or pre-commencement tender offers are associated with this filing.
- Alset Inc. confirms it is not an emerging growth company as per SEC definitions.
- The report is signed by Rongguo Wei, Co-Chief Financial Officer of Alset Inc.
Details of the Terminated Transaction
The Company had previously agreed, via a Term Sheet and subsequent Stock Purchase Agreement, to sell shares to HWH International Inc. for a total value of \$19,910,603. The payment was to be made in the form of a convertible promissory note, which would accrue simple interest at 1% per annum. The note was structured to be convertible into HWH common stock at a conversion price of \$1.85 per share, either at the Company’s election any time prior to maturity (with a ten-day advance notice) or automatically upon maturity, which was set at five years from the date of the Term Sheet. The Stock Purchase Agreement was officially entered into on February 5, 2026.
As of May 6, 2026, Alset Inc. and HWH International Inc. entered into a Termination Agreement, effectively cancelling the Stock Purchase Agreement and any obligations related to the convertible note. The termination of this agreement is a material event for shareholders and is disclosed under Item 1.01 (Entry into a Material Definitive Agreement) and Item 1.02 of this Form 8-K.
Potential Impact on Shareholders and Share Price
- Price Sensitivity: The termination of a \$19.9 million convertible note transaction could be viewed as significant, as it may impact the Company’s capital structure, liquidity, or strategic plans. Investors should consider that the anticipated capital inflow from the HWH transaction will no longer occur under the terms previously announced. If the market had priced in expectations of this transaction, its termination could result in a reassessment of Alset Inc.’s valuation.
- Strategic Direction: The Company’s decision to terminate the agreement may indicate a shift in strategy or reflect changes in business priorities or relationships with HWH International Inc. The details behind the termination are not disclosed, and investors may seek further clarification from management.
- Shareholder Considerations: Shareholders should note that no new shares of HWH will be received, no further proceeds from the transaction will be realized, and any anticipated benefits related to the original agreement are nullified. The Company remains listed on NASDAQ under the symbol “AEI”.
- Regulatory Compliance: The Company continues to comply with SEC reporting obligations and has properly disclosed the termination agreement as required.
Other Noteworthy Information
- There are no indications in the filing of pending tender offers, solicitation materials, or other M&A activity directly related to this event.
- Alset Inc. is not classified as an emerging growth company and has not elected to use the extended transition period for complying with new accounting standards.
- The Company’s common stock, \$0.001 par value per share, continues to trade on NASDAQ under the ticker AEI.
Conclusion
The termination of the Stock Purchase Agreement with HWH International Inc., which would have brought in close to \$20 million in capital via a convertible note, is a material development for Alset Inc. Shareholders and prospective investors should closely monitor the Company’s future disclosures for further strategic updates or guidance from management regarding alternative capital-raising or partnership initiatives.
Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence or consult their financial advisor before making investment decisions.
