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): ~~July 23~~September 29, 2025

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)

(IRS Employer

Identification No.)

4800 Montgomery Lane
Suite 210
Bethesda, Maryland 20814		20814
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (301) 971-3940

Not Applicable

(Former name or former address, if changed since last report.)

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~~Ticker ~~Symbol~~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 27.01 ~~Completion~~Regulation ofFD ~~Acquisition or Disposition of Assets~~Disclosure

OnAmendment ~~July~~to ~~23,~~Share ~~2025,~~Repurchase the Company completed the purchase of New Energy Asia Pacific Inc. (“NEAPI”), as described in the Company’s current report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 22, 2025 and the Company’s definitive information statement as filed with the SEC on July 1, 2025.Agreement

AsOn ~~previously~~September ~~reported~~29, 2025, the ~~Company~~Board ~~entered~~of ~~into~~Directors (the ~~Stock~~“Board”) ~~Purchase Agreement dated as~~ of ~~May~~Alset ~~22,~~Inc. ~~2025~~(the ~~with~~“Company”) ~~Chan~~approved ~~Heng~~an ~~Fai,~~increase to the Company’s ~~Chairman,~~ ~~Chief~~existing ~~Executive~~stock ~~Officer~~repurchase ~~and~~program. ~~largest~~Under ~~stockholder, pursuant to which~~ the Company’s ~~purchased~~existing ~~from~~stock ~~Mr.~~repurchase ~~Chan~~agreement, ~~all of~~ the ~~outstanding~~Company has ~~shares~~bought ofback ~~NEAPI for a purchase price of $83~~284,~~000,000~~462 ~~in the form of a promissory note convertible into newly issued~~ shares of the Company’s common stock, ~~(the~~for ~~“Convertible~~approximately ~~Note”).~~$392,000, ~~The~~including ~~Convertible~~certain ~~Note bears a simple interest rate of 1% per annum~~fees. ~~Under the~~The ~~terms~~amendment ofto the ~~Convertible~~stock ~~Note,~~repurchase ~~Mr.~~program ~~Chan~~authorizes ~~may~~the ~~convert~~Company ~~any~~to ~~outstanding~~repurchase ~~principal~~up ~~and~~to ~~interest~~an ~~into~~additional ~~shares~~$1,000,000 of the Company’s ~~common~~ common stock, atsubject ~~$3.00 per share prior~~ to ~~maturity~~market ofconditions, ~~the~~contractual ~~Convertible~~restrictions ~~Note five (5) years from the date of the Convertible Note. Upon maturity of the Convertible Note any outstanding principal~~ and ~~accrued~~other ~~interest~~factors ~~accrued~~(in ~~thereunder~~addition ~~would~~to ~~be automatically be converted into shares of~~ the ~~Company’s~~amounts ~~common~~already ~~stock at the conversion rate~~spent).

OnRepurchases may ~~July~~be ~~23,~~made ~~2025,~~under ~~Mr. Chan converted~~ the ~~entire~~plan ~~balance~~until of the $831,000,000 ~~Convertible~~made ~~Note~~available ~~into~~is ~~27,666,667~~spent ~~restricted~~or ~~shares~~until ofDecember ~~the~~31, ~~Company’s common stock~~2025. ~~Such securities were not registered under the Securities Act of 1933 and were issued pursuant to the exemption under Section 4(2) of the Securities Act.~~

~~NEAPI~~The ~~owns~~Company ~~41.5%~~has ofauthorized ~~the~~its ~~issued~~broker to implement this repurchase program and ~~outstanding~~agreed ~~shares~~that ofsuch ~~New~~broker ~~Energy~~will ~~Asia~~have ~~Pacific~~complete ~~Company~~discretion ~~Limited~~and control ~~(“New~~over ~~Energy”)~~the repurchase decisions within certain agreed pricing and size parameters, ahowever, ~~Hong~~the ~~Kong~~repurchase ~~corporation.~~program may be suspended ~~New~~or ~~Energy~~discontinued ~~focuses~~at any time. The Company’s proposed repurchases may be made from time to time on ~~distributing~~the ~~all-electric~~open ~~versions~~market ofand ~~special-purpose~~in accordance with applicable rules and ~~transportation~~regulations. ~~vehicles~~The timing and actual number of shares repurchased will depend on a variety of factors, ~~charging~~including price, ~~stations~~business and ~~batteries~~market conditions.

The Company ~~intends~~has ~~for this to be a strategic move~~39, in line with the Company’s commitment to advancing sustainable and eco-friendly solutions for the future. New Energy’s business focuses on promoting sustainability in the transportation sector by serving as a distributor of all-electric special-purpose and transportation vehicles117,324 ~~along~~shares ~~with charging stations and batteries. The Company believes that lower carbon emissions, reduced noise pollution, and the elimination~~ of ~~fuel~~common ~~costs~~stock ~~will~~outstanding ~~continue to drive demand for electric vehicles. In addition to construction vehicles, which it expects will join the ranks of electric cars and public transportation~~ as ~~widespread eco-friendly alternatives to internal combustion vehicles, New Energy also distributes electric versions~~ of ~~special-purpose~~September ~~vehicles for municipal uses~~29, ~~adoption of which would offer similar benefits to customers~~2025. Currently, New Energy has a strong pipeline of demand, with signed collective sales secured via Memorandums of Understanding and continues to garner strong interest from local government departments and market demand. New Energy will seek to significantly increase revenues in the coming months relating to both electric chargers and electric vehicles. New Energy’s expertise extends across Asia, with established service and training centers in China and Hong Kong, and ongoing development planned in various parts of the world.

~~Chan~~This ~~Heng~~information ~~Fai,~~shall not be deemed “filed” for purposes of Section 18 of the ~~Company’s~~Securities ~~Chairman~~Exchange Act of 1934, ~~Chief~~as ~~Executive~~amended ~~Officer~~(the “Exchange ~~and~~Act”), ~~largest~~or ~~stockholder~~incorporated isby areference ~~member~~in ofany filing under the ~~Board~~Securities Act of ~~Directors~~1933, ofas ~~New~~amended, or the Exchange ~~Energy.~~Act ~~Mr.~~whether ~~Lui~~made ~~Wai~~before ~~Leung~~or ~~Alan,~~after the ~~Company’s~~date ~~Co-Chief~~of ~~Financial~~this ~~Officer~~Current Report on Form 8-K, isexcept ~~also~~as ashall ~~member~~be ofexpressly ~~the~~set ~~Board~~forth ofby ~~Directors~~specific ofreference in ~~New~~such ~~Energy~~a filing.

~~Item~~CAUTIONARY ~~2.03~~STATEMENT ~~Creation~~REGARDING ~~of a Direct Financial Obligation or an Obligation under an Off~~FORWARD-~~Balance~~LOOKING ~~Sheet Arrangement of Registrant.~~INFORMATION

This Current Report on Form 8-K (this “Report”) contains forward-looking statements regarding, among other things, our future operating results and financial position, our business strategy, and other objectives for our future operations. The words “anticipate,” ~~information~~“believe,” ~~contained~~“intend,” in“expect,” ~~Item~~“may,” 1“estimate,” “predict,” “project,” “potential” and similar expression are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.01 ~~above~~We ishave ~~incorporated~~based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by ~~reference~~forward-looking ~~into~~statements. ~~this~~We ~~Item~~may 2not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.03 Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make.

~~Item~~You should 3read this Report completely and with the understanding that our actual future results may be materially different from what we expect.02 ~~Unregistered~~The ~~Sales~~forward-looking statements contained in this Report are made as of ~~Equity~~the ~~Securities~~date of this Report, and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

~~The information included in~~ Item 2 9.01 of ~~this~~Financial ~~Current~~Statements ~~Report~~and ~~on Form 8-K relating to the Company’s Stock Purchase Agreement is incorporated by reference in this Item 3~~Exhibits.02. In connection with the issuance of 27,666,667 shares of the common stock of the Company which have been issued upon the conversion of the Convertible Note, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

(d) Exhibits.

Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.		Description
10.1		Amended Term Sheet dated as of May 8, 2025 between Alset Inc. and Chan Heng Fai, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 14, 2025.
10.2		Stock Purchase Agreement dated as of May 22, 2025, between Alset Inc. and Chan Heng Fai incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 22, 2025.
10.3		Convertible Note between Alset Inc. and Chan Heng Fai, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 22, 2025.
10.4		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

~~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.

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: September 30, 2025	By:	/s/ Rongguo Wei
	Name:	Rongguo Wei
	Title:	Co-Chief Financial Officer

	ALSET INC.
Dated: July 23, 2025	By:	/s/ Rongguo Wei
	Name:	Rongguo Wei
	Title:	Co-Chief Financial Officer

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