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): ~~February~~March 526, 2026

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		Ticker 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 1.01 Entry into a Material Definitive Agreement.

~~Binding~~Securities ~~Term~~Purchase ~~Sheet~~Agreement ~~for~~with ~~Sale~~DSS ~~of Shares of Hapi Metaverse~~ Inc.

On ~~February~~March 526, 2026, Alset International Limited (“AIL”), a majority-owned subsidiary of Alset Inc. (the “~~Alset~~Company”) entered into a ~~term~~securities ~~sheet~~purchase agreement (the “~~Term Sheet~~SPA”), with ~~HWH~~DSS, ~~International~~ Inc., a ~~Nevada~~New York company (~~the~~ “~~Buyer~~DSS”), apursuant to ~~majority~~which ~~owned~~AIL ~~subsidiary~~will ofloan ~~Alset.~~DSS ~~Pursuant~~$2,450,000, toin ~~the~~exchange ~~Term~~for ~~Sheet,~~a ~~Alset~~convertible ~~agreed~~promissory tonote ~~sell to~~ (the ~~Buyer~~“Note”) ~~505,341,376~~and ~~issued~~warrants ~~and~~to ~~outstanding~~purchase 16,554,055 shares of DSS common stock, ~~par value $0.0001~~ (the “~~Shares~~Warrants”),. ofThe ~~Hapi~~Note, ~~Metaverse Inc.~~SPA, ~~(“Hapi~~and ~~Metaverse”),~~Warrants ~~representing~~are ~~99.55%~~collectively ofreferred ~~Hapi~~to ~~Metaverse’s~~herein ~~outstanding~~as the ~~capital~~“Transaction Documents.”

~~Under~~The ~~the~~closing ~~terms~~ of the ~~Term~~transactions ~~Sheet,~~contemplated ~~Alset~~by ~~agreed to sell~~ the ~~Shares~~Transaction ~~through~~Documents ais ~~stock~~contingent purchase agreement for a purchase price of $19,910,603.00 in the form of a promissory note convertible into newly issued shares of the Buyer’s common stock (the “Stock Purchase Agreement,” and the “Convertible Note”). The Convertible Note bears a simple interest rate of 1% per annum. Under the terms of the Convertible Note, Alset may convert any outstanding principal and interest into shares of the Buyer’s common stock at $1.85 per share upon ~~ten~~ ~~(10)~~certain ~~days’~~closing ~~notice prior to maturity of the Convertible Note five (5) years from the date of the Term Sheet~~conditions, ~~and~~including ~~upon maturity of~~ the ~~Convertible Note any outstanding principal and accrued interest accrued thereunder will automatically be converted into shares~~approval of ~~the Buyer~~DSS’s ~~common stock at the conversion rate~~stockholders.

The ~~closing~~Note ofwill ~~the~~bear ~~transaction~~a ~~contemplated~~simple byinterest ~~the~~rate ~~Term~~of ~~Sheet~~3% ~~will~~per beannum. ~~subject~~Under tothe ~~standard~~terms ~~closing~~of ~~conditions, including~~ the ~~approval~~Note, byAIL ~~the stockholders~~may ofconvert ~~the~~any ~~Buyer~~outstanding ~~holding~~principal and ainterest ~~majority~~into shares of ~~the~~DSS ~~Buyer’s~~ common stock. ~~Alset~~at ~~Inc~~$0.74 ~~and~~per ~~certain~~share ~~affiliates~~upon ofnotice ~~Alset~~prior ~~Inc.~~to ~~own~~maturity ~~the majority~~ of the ~~Buyer’s~~Note ~~common~~five ~~stock~~(5) years from the date of thereof.

~~Alset~~The ~~and~~Warrants ~~the~~to ~~Buyer~~be ~~are~~issued ~~related~~to ~~parties.~~AIL ~~The~~are ~~Term~~to ~~Sheet~~purchase ~~was~~up ~~approved~~to by16,554,055 ~~Alset’s~~shares ~~Board~~ of ~~Directors~~DSS ~~and~~common ~~Audit~~stock ~~Committee.~~at ~~Chan~~an ~~Heng~~exercise ~~Fai and~~price ~~Chan Tung Moe, members~~ of ~~Alset’s~~$0.93 ~~Board~~per ~~of Directors, recused themselves from all deliberation and voting regarding the Term~~share. ~~Sheet~~The ~~and~~Warrants ~~the~~expire ~~Sale~~on oftheir ~~the~~fifth ~~Shares~~anniversary.

The ~~foregoing~~Company isholds a ~~summary~~significant ~~only~~equity ~~and~~interest ~~does~~in ~~not~~DSS ~~purport~~directly toand bethrough ~~complete~~its subsidiaries. The ItCompany isand ~~qualified~~DSS inare ~~its~~related ~~entirety~~parties byunder ~~reference~~the tocommon control of the ~~Term~~Company’s ~~Sheet~~Chairman and Chief Executive Officer, Chan Heng Fai, who is also the Chairman of DSS. Chan Tung Moe, a ~~copy~~director and Co-Chief Executive Officer of the Company, is also a director of DSS. Lim Sheng Hon Danny, a director and officer of ~~which~~the Company, is ~~filed~~also asa ~~Exhibit~~director 10of DSS.1 ~~hereto~~Three of the Company’s independent directors, Joanne Wong Hiu Pan, Wong Shui Yeung, and ~~incorporated~~William Wu are also directors of DSS. The Transaction Documents were approved by the ~~reference~~Company’s ~~herein~~Board of Directors and Audit Committee. Chan Heng Fai and Chan Tung Moe, members of the Company’s Board of Directors, recused themselves from all deliberation and voting regarding the Transaction Documents.

~~Stock~~The ~~Purchase~~foregoing ~~Agreement~~is a summary only and ~~Convertible~~does ~~Promissory~~not ~~Note~~purport to be complete. It is qualified in its entirety by reference to the Transaction Documents, copies of which are filed as Exhibits 10.1, 10.2, and 10.3 hereto and incorporated by reference herein.

On February 5, 2026, Alset entered into the Stock Purchase Agreement with the Buyer, pursuant to which Alset agreed to sell to the Buyer 505,341,376 issued and outstanding shares of common stock, par value $0.0001, of Hapi Metaverse Inc. for a purchase price of $19,910,603.00 in the form of a promissory note convertible into newly issued shares of the Buyer’s common stock. The Convertible Note bears a simple interest rate of 1% per annum. Under the terms of the Convertible Note, Alset may convert any outstanding principal and interest into shares of the Buyer’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 will automatically be converted into shares of the Buyer’s common stock at the conversion rate.

The closing of the Stock Purchase Agreement and the Convertible Note will be subject to standard closing conditions, including the approval by the stockholders of the Buyer holding a majority of the Buyer’s common stock. Alset Inc. and certain affiliates of Alset Inc. own the majority of the Buyer’s common stock.

The foregoing is a summary only and does not purport to be complete. It is qualified in its entirety by reference to the Stock Purchase Agreement and Convertible Note, copies of which are filed as Exhibit 10.2 and Exhibit 10.3 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		~~Term~~Securities ~~Sheet~~Purchase Agreement, between Alset ~~Inc.~~International Limited and ~~HWH~~DSS, ~~International~~ Inc., dated as of ~~February~~March 526, 2026
10.2		~~Stock~~Form ~~Purchase~~of ~~Agreement~~Convertible Promissory Note, between Alset ~~Inc. and HWH~~ International ~~Inc.,~~Limited ~~dated~~and ~~as of February 5~~DSS, ~~2026~~Inc.
10.3		~~Convertible~~Form ~~Note,~~of ~~between~~Common ~~Alset~~Stock ~~Inc.~~Purchase ~~and~~Warrant ~~HWH International Inc., dated as~~ of ~~February 5~~DSS, ~~2026~~Inc.
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: February 5, 2026	By:	/s/ Lui Wai Leung Alan
Dated: March 30, 2026	By:	/s/ Lui Wai Leung Alan
	Name:	Lui Wai Leung Alan
	Title:	Co-Chief Financial Officer

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