Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

On November 25, 2024, Alset Inc. (the "Company") entered into a stock purchase agreement with HWH International Inc. ("HWH"), pursuant to which the Company agreed to purchase 4,411,764 shares of HWH's common stock (the "HWH Shares") to be issued for a purchase price of $0.68 per share. The Company is the majority shareholder of HWH, and immediately prior to the effectiveness of the stock purchase agreement, the Company directly and through its subsidiaries owned 86.6% of the issued and outstanding shares of HWH common stock. Following this investment, the Company directly and through its subsidiaries will now own 88.8% of the issued and outstanding shares of HWH common stock.

Our Chairman, Chief Executive Officer and majority stockholder, Chan Heng Fai, is also the Chairman of HWH. In addition, certain other members of our board are also officers and/or directors of HWH.

This investment is intended to support the growth and development of HWH. The Company believes that this investment of additional funds into HWH is in the best interests of each of HWH and the Company.

The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Stock Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.