M&A - Alset Inc.

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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.

Additional details:

Majority Stockholder: Chan Heng Fai


Acquisition Price: 83,000,000


Convertible Note Interest Rate: 1%


Conversion Price: 3.00


Record Date: 2025-05-23


Approval Date: 2025-05-23


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.

Additional details:

Stock Purchase Agreement Date: 2025-05-22


Purchase Price: $83,000,000


Convertible Note Interest Rate: 1%


Conversion Price Per Share: $3.00


Conversion Period: five years


Company Focus: distributing all-electric versions of vehicles and charging stations


Seller Name: Chan Heng Fai


Seller Relationship: Chairman of the Board of Directors and largest stockholder


Fairness Opinion Received: yes


Closing Condition: approval from majority of stockholders


Audit Committee Approval: yes


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.

Additional details:

Item: entry_into_material_definitive_agreement


Acquisition Target Name: New Energy Asia Pacific Inc.


Acquisition Consideration: $83,000,000


Payment Method: convertible promissory note


Promissory Note Interest Rate: 1% per annum


Conversion Price: $3.00 per share


Closing Conditions: majority stockholder consent


Fairness Opinion Received: Yes


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