Form 8-K

8-K — Alset Inc.

Accession: 0001493152-26-021752

Filed: 2026-05-07

Period: 2026-05-06

CIK: 0001750106

SIC: 6500 (REAL ESTATE)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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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

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 ☐

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.

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

EX-10.1

Filename: ex10-1.htm · Sequence: 2

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.

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.

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.

WITNESS WHEREOF, the Parties have executed this Termination Agreement as of the date first written above.

HWH INTERNATIONAL INC.

/s/

Rongguo Wei

Name:

Rongguo

Wei

Title:

CFO

ALSET INC.

/s/

Alan Lui

Name:

Alan

Lui

Title:

Co-CFO

Exhibit

Term

Sheet

Exhibit

Stock

Purchase Agreement

Exhibit

Convertible

Promissory Note

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Entity Registrant Name

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Entity Tax Identification Number

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Entity Incorporation, State or Country Code

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Entity Address, Address Line Two

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Entity Address, City or Town

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