Material Event Form 8 K

Item 8.01 Other Events.

As previously reported in Alset Inc.'s (the "Company's") current report on Form 8-K filed with the SEC on September 27, 2024, the Company entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with one of the Company's subsidiaries, Alset International Limited (the Company owns 85.7% of Alset International Limited). Pursuant to the Stock Purchase Agreement, the Company agreed to purchase 6,500,000 shares (the "Shares") of HWH International Inc. ("HWH"), a Nasdaq-listed company controlled by the Company. As consideration for the Shares, the Company issued a secured promissory note to its subsidiary Alset International Limited in the original principal amount of $4,095,000 (the "Promissory Note"). The Promissory Note bears an interest rate of 5% per annum, has a maturity date of September 26, 2026, and is secured by collateral specified in a security agreement (the "Security Agreement"), between the Company and Alset International Limited.

The closing of the transactions described herein was contingent upon the approval of the stockholders of Alset International Limited (which was approved on November 18, 2024) and the satisfaction of other closing conditions. The transactions closed on November 20, 2024.

The Company shares certain officers and directors with each of Alset International Limited and HWH International Inc. Our Chairman, Chief Executive Officer, and largest stockholder, Chan Heng Fai, is also the Chairman and Chief Executive Officer of Alset International Limited, and serves as Chairman of the Board of HWH International Inc. His son, Moe Chan, is also an officer and director of Alset International Limited, as well as Co-Chief Executive Officer and a Director of Alset Inc. Three of our independent directors also serve as directors of HWH International Inc., and certain of our directors and officers also serve as directors or officers of Alset International Limited and/or HWH International Inc.

The Company's Board of Directors determined that this transaction is in the best interests of the Company and its subsidiaries.