Alset Inc. 8-K

What Happened
Alset Inc. (AEI) filed a Form 8-K on May 7, 2026 reporting a Termination Agreement dated May 6, 2026 that cancels its February 5, 2026 Term Sheet and Stock Purchase Agreement to sell 505,341,376 shares (99.55% of outstanding) of Hapi Metaverse Inc. The planned sale price was $19,910,603 payable as a promissory convertible note bearing 1% simple interest, convertible into HWH International Inc. common stock at $1.85 per share (five‑year maturity). Under the Termination Agreement, neither Alset nor HWH has any further rights or obligations under the Term Sheet, Stock Purchase Agreement, or Convertible Note, and no penalties or fees were paid. The Termination Agreement is filed as Exhibit 10.1.

Key Details

• Shares involved: 505,341,376 Hapi Metaverse shares (≈99.55% of outstanding).
• Proposed sale price: $19,910,603 to be issued as a convertible promissory note.
• Note terms (as proposed): 1% simple interest, convertible at $1.85/share, 5‑year maturity, conversion possible on 10 days’ notice before maturity (automatic at maturity).
• Termination: Agreement dated May 6, 2026 cancels the prior sale documents; no fees or penalties; no remaining rights or obligations between the parties.

Why It Matters
For investors, the cancelled transaction means the previously announced transfer of near‑total ownership of Hapi Metaverse will not occur and Alset will not receive the $19.91M convertible note as contemplated. That preserves the prior ownership status and removes the potential future issuance of HWH common stock to Alset under the convertible note terms. The filing is procedural and factual—there is no reported payment, penalty, or ongoing obligation from the termination itself.