0001493152-26-021752
SEC filingAlset Inc. and HWH International Inc. terminated agreements for Alset to sell 99.55% of Hapi Metaverse Inc. shares to HWH for $19.9 million in convertible notes, with no penalties or further obligations.
Alset Inc., which owns a majority of HWH International Inc.'s common stock, had agreed on February 5, 2026, to sell its 99.55% stake in Hapi Metaverse Inc. to HWH via a Stock Purchase Agreement supported by a Term Sheet. The transaction was structured with a $19,910,603 Convertible Note carrying 1% simple interest, convertible into HWH shares at $1.85 per share, with a 5-year maturity and automatic conversion at maturity. This deal has now been mutually terminated effective May 6, 2026, through a Termination Agreement that releases both parties from all prior commitments without any financial penalties or fees. Management of both companies determined that ending the share purchase serves their best interests, restoring Alset's full ownership of Hapi Metaverse shares and eliminating the planned issuance of HWH equity or debt to Alset. Investors should note the Termination Agreement supersedes prior understandings and is the complete statement of terms, with full details in Exhibit 10.1.