M&A - Alset Inc.

Form Type: DEFM14C

Filing Date: 2025-07-01

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225017313

Filing Summary: Alset Inc. provided an information statement to stockholders regarding the acquisition of New Energy Asia Pacific Inc. (NEAPI). On May 23, 2025, major stockholder Chan Heng Fai approved the acquisition through written consent without requiring a stockholder vote. The acquisition involves a Stock Purchase Agreement dated May 22, 2025, whereby Alset will pay $83,000,000 in the form of a convertible promissory note for NEAPI shares. The note will allow conversion into 27,666,667 shares of Alset common stock at a price of $3.00 per share. The deal includes oversight from the Audit Committee and Board of Directors, ensuring compliance with NASDAQ rules regarding related party transactions. The acquisition aims to enhance Alset's commitment to sustainable electric vehicle solutions, targeting lower emissions and increasing demand for electric vehicles in various markets. Alset’s management is confident in the strategic benefits this acquisition will bring, backed by a favorable Fairness Opinion from ValueScope.

Form Type: PRER14C

Filing Date: 2025-06-27

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225016843

Filing Summary: On May 23, 2025, Chan Heng Fai, the holder of a majority of Alset Inc.'s common stock, approved the acquisition of New Energy Asia Pacific Inc. (NEAPI) through a stock purchase agreement dated May 22, 2025, under which Alset will purchase all outstanding shares of NEAPI for $83 million, paid in the form of a convertible promissory note. The NEAPI acquisition is a strategic move aimed at promoting sustainability by enhancing Alset's presence in the all-electric vehicle distribution market. The convertible note allows for the issuance of shares upon conversion at a price of $3.00 per share. The transaction does not require stockholder vote due to majority written consent and aims to leverage the growing demand for electric vehicles and related infrastructure. No government approval is needed, and dissenters' rights are not applicable as per Texas corporate law.

Form Type: PREM14C

Filing Date: 2025-06-25

Corporate Action: Acquisition

Type: Preliminary

Accession Number: 000164117225016523

Filing Summary: Alset Inc. has filed a Preliminary Information Statement regarding a corporate action pertaining to the acquisition of New Energy Asia Pacific Inc. (NEAPI) approved by a majority stockholder, Chan Heng Fai, on May 23, 2025. The agreement, outlined in the Stock Purchase Agreement dated May 22, 2025, entails the purchase of all outstanding shares of NEAPI for $83,000,000 through a convertible promissory note. The note carries a 1% annual interest rate and can be converted into shares of Alset's common stock at a price of $3.00 per share. The acquisition aims to strengthen Alset's commitment to sustainable energy solutions by leveraging NEAPI's involvement in electric vehicle distribution and infrastructure. The Majority Stockholder's written consent has rendered stockholder votes unnecessary for approval. This transaction has been reviewed and approved by the Company’s Audit Committee and Board of Directors, excluding interested parties. No external financial advisors were involved in the negotiation of the acquisition, and no government regulatory approvals are required for completion. The information statement is to be mailed to stockholders by June 25, 2025.

Form Type: PREM14C

Filing Date: 2025-06-09

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225014309

Filing Summary: Alset Inc. has announced significant corporate actions involving the acquisition of New Energy Asia Pacific Inc. (NEAPI), approved by a written consent from its majority stockholder, Chan Heng Fai, on May 23, 2025. Through the finalized stock purchase agreement dated May 22, 2025, Alset Inc. will acquire all outstanding shares of NEAPI for $83 million, which will be structured as a convertible promissory note. This move aligns with Alset's strategic goal to promote sustainable transportation solutions. The transaction requires issuance of up to 27,666,667 shares of common stock upon conversion of the Convertible Note, with Mr. Chan being a significant party to this related transaction. The fairness of the transaction was supported by an independent valuation by ValueScope, confirming its financial prudence for the company. The mailing of this Information Statement to stockholders is set for approximately June 9, 2025, providing notice and information regarding these corporate actions.

Form Type: PRE 14C

Filing Date: 2025-05-27

Corporate Action: Acquisition

Type: Preliminary

Accession Number: 000164117225012522

Filing Summary: On May 23, 2025, Chan Heng Fai, holding a majority of Alset Inc.'s common stock, approved the acquisition of New Energy Asia Pacific Inc. (NEAPI) as outlined in a stock purchase agreement dated May 22, 2025. This acquisition involves paying $83,000,000 in the form of a convertible promissory note. The convertible note allows Chan Heng Fai to convert principal and interest into Alset’s common stock at a price of $3.00 per share. This acquisition was not subject to stockholder voting, as it was approved by written consent from the majority stockholder. The information statement serves to inform stockholders about this corporate action and reiterates that no further votes or consents are required from them. The transaction is deemed strategic, aiming to advance sustainability by integrating NEAPI's electric vehicles and charging solutions into Alset's operations. The approved measures include ensuring compliance with NASDAQ rules around related party transactions, with oversight conducted by the company's audit committee. Stockholders are encouraged to review the complete information statement, which will be mailed on or about June 6, 2025.

Form Type: 8-K

Filing Date: 2025-05-22

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225012110

Filing Summary: On May 22, 2025, Alset Inc. entered into a Stock Purchase Agreement to acquire all outstanding shares of New Energy Asia Pacific Inc. (NEAPI) from Chan Heng Fai for $83,000,000. The payment will be made through a promissory note convertible into common stock at a conversion price of $3.00 per share. The deal is subject to customary closing conditions, including approval from a majority of stockholders. NEAPI holds a 41.5% stake in New Energy Asia Pacific Company Limited, which focuses on eco-friendly vehicle solutions. A fairness opinion was secured, confirming the transaction's equity for shareholders. The document incorporates prior disclosures and outlines future obligations under the agreement.

Form Type: 8-K

Filing Date: 2025-05-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225010346

Filing Summary: Alset Inc. entered into an Amended Term Sheet on May 8, 2025, revising a previous agreement for the acquisition of New Energy Asia Pacific Inc. The acquisition will involve purchasing all outstanding shares of NEAPI for $83,000,000, payable via a convertible promissory note issued to the seller, Chan Heng Fai. The terms state the note will have a 1% interest rate and can be converted into Alset’s common stock at a price of $3.00 per share. The transaction is a strategic move to enhance Alset’s commitment to sustainable solutions as NEAPI is significantly involved in electric vehicles and related technology. The acquisition has received necessary approvals from the Company's Board of Directors and is contingent upon stockholder approval. A fairness opinion has been obtained ensuring the deal is fair to stockholders.