Alset Inc. 8-K

What Happened

• Alset Inc. filed an 8‑K (dated Feb 6, 2026) disclosing that on February 5, 2026 it entered a binding term sheet and related agreements to sell 505,341,376 shares (99.55% of outstanding equity) of Hapi Metaverse Inc. to HWH International Inc., a Nevada company that is a majority‑owned subsidiary of Alset.
• The purchase price is $19,910,603 payable in the form of a convertible promissory note (the “Convertible Note”). The note bears simple interest at 1% per annum, matures five years from the term sheet date, and any outstanding principal and accrued interest will convert (or may be converted with 10 days’ notice before maturity) into newly issued shares of the Buyer at $1.85 per share.

Key Details

• Shares sold: 505,341,376 common shares of Hapi Metaverse (99.55% of outstanding).
• Consideration: $19,910,603 in a convertible promissory note; interest = 1% simple per year; maturity = 5 years.
• Conversion: $1.85 per share conversion price; automatic conversion of principal and accrued interest at maturity; optional conversion with 10 days’ notice prior to maturity.
• Approvals/related party: Transaction is subject to customary closing conditions including approval by holders of a majority of the Buyer’s common stock; Alset and certain affiliates own the majority of the Buyer’s common stock, making this a related‑party transaction. The Board and Audit Committee approved the deal; directors Chan Heng Fai and Chan Tung Moe recused themselves.

Why It Matters

• For investors, this is a major related‑party transfer of nearly all of Hapi Metaverse to an entity Alset controls. The payment is not immediate cash but a convertible note, so Alset will receive a debt instrument that can convert into the Buyer’s equity rather than liquid proceeds.
• The fixed $1.85 conversion price and five‑year maturity create potential future equity issuance for the Buyer and possible changes in ownership structure upon conversion; because Alset and affiliates control the Buyer’s stock, shareholder approval risk may be limited but remains a formal condition.
• Retail investors should review the full agreements (filed as exhibits) and monitor subsequent filings for closing, related approvals, and any disclosures about how the transaction affects Alset’s financial statements or consolidated reporting.