{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-005416","form_type":"8-K","ticker":"AEI","cik":"0001750106","company_name":"Alset Inc.","filed_at":"2026-02-06T23:59:59+00:00","discovered_at":"2026-05-14T18:02:36.070523+00:00","generated_at":"2026-05-16T04:06:58.796436+00:00","sec_items":["1.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Alset sells 99.55% stake in Hapi Metaverse to subsidiary HWH Int'l for $19.9M convertible note","bullets":["Purchase price $19.9M via convertible note at $1.85/share, 1% interest, 5-year term.","Alset owns ~78.2% of HWH; deal conditioned on HWH shareholder approval, which Alset controls.","Target Hapi Metaverse holds ~45.69% of Value Exchange Int'l and operates retail tech and Hapi Café.","Closing requires Nasdaq no objection, board approvals, regulatory filings, and short-form merger for minority.","Term sheet approved by Alset board/audit committee; directors Chan Heng Fai and Chan Tung Moe recused."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-005416","json":"https://secwatch.observer/filing/0001493152-26-005416.json","markdown":"https://secwatch.observer/filing/0001493152-26-005416.md","text":"https://secwatch.observer/filing/0001493152-26-005416.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1750106/000149315226005416/0001493152-26-005416-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1750106/000149315226005416/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T04:06:58.796436+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"aba02802f6262a29bda4b1c84a4eb78c931be90c","claim":"Alset Inc. entered into Binding Term Sheet for Sale of Shares of Hapi Metaverse Inc. with HWH International Inc. valued at $19,910,603.00 (effective 2026-02-05).","evidence_excerpt":"Binding Term Sheet for Sale of Shares of Hapi Metaverse Inc. On February 5, 2026, Alset Inc. (“Alset”) entered into a term sheet (the “Term Sheet”), with HWH International Inc., a Nevada company (the “Buyer”), a majority owned subsidiary of Alset. Pursuant to the Term Sheet, Alset agreed to sell to the Buyer 505,341,376 issued and outstanding shares of common stock, par value $0.0001 (the “Shares”), of Hapi Metaverse Inc. (“Hapi Metaverse”), representing 99.55% of Hapi Metaverse’s outstanding capital. Under the terms of the Term Sheet, Alset agreed to sell the Shares through a stock 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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1750106/000149315226005416/0001493152-26-005416-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"HWH International Inc."},{"label":"Value","value":"$19,910,603.00"},{"label":"Effective","value":"2026-02-05"}]},{"claim_id":"c3768d87b2f156ba2540e77a53d873535f53e069","claim":"Alset Inc. entered into Stock Purchase Agreement and Convertible Promissory Note with HWH International Inc. valued at $19,910,603.00 (effective 2026-02-05).","evidence_excerpt":"Stock Purchase Agreement and Convertible Promissory Note 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 Sto","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1750106/000149315226005416/0001493152-26-005416-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"HWH International Inc."},{"label":"Value","value":"$19,910,603.00"},{"label":"Effective","value":"2026-02-05"}]}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}