UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 232, 2025

ALSET INC.

(Exact name of registrant as specified in its charter)

Texas

001-39732

83-1079861

(State or other

jurisdiction of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4800 Montgomery Lane
Suite 210
Bethesda, Maryland 20814		20814
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (301) 971-3940

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		AEI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7 4.01 ~~Regulation~~Changes FDin ~~Disclosure~~Registrant’s Certifying Accountant.

~~Stock~~On ~~Repurchase~~July ~~Program~~2, 2025, the Board of Directors of Alset Inc. (the “Company”) dismissed Grassi & Co., CPAs, P.C. (“Grassi”) as its independent registered public accounting firm at the recommendation of the Audit Committee. Grassi’s audit report on the Company’s financial statements for the years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the year ended December 31, 2024, and during the subsequent interim period preceding the date of dismissal, there were (i) no disagreements with Grassi on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, and (ii) no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

OnThe ~~June~~Company ~~23,~~has ~~2025,~~requested ~~Alset~~Grassi ~~Inc.~~to ~~(the~~furnish ~~“Company”)~~it ~~issued~~with a ~~press~~letter ~~release~~addressed ~~announcing~~to ~~that~~ the ~~Company’s~~U.S. ~~Board~~Securities ofand ~~Directors approved~~Exchange aCommission ~~new~~stating ~~stock~~whether ~~repurchase~~it agrees ~~program~~with ~~authorizing~~ the ~~repurchase~~statements ofmade upabove toby ~~$1,000,000~~the ~~of its common stock~~Company. ~~Repurchases~~The ~~may~~Company behas ~~made~~filed ~~under the~~this ~~plan~~letter ~~until~~as ~~the~~exhibit $16.1~~,000,000~~ ~~made~~to ~~available~~this isCurrent ~~spent~~Report on orForm ~~until December 31, 2025~~8-K.

~~The~~On ~~Company~~July ~~has~~2, ~~authorized~~2025, ~~its~~the ~~broker~~Company toengaged ~~implement~~HTL ~~this~~International, ~~repurchase~~LLC ~~program~~(“HTL”) ~~and~~as ~~agreed~~its ~~that~~independent ~~such~~registered ~~broker~~public ~~will have complete discretion and~~accounting ~~control~~firm ~~over~~for the ~~repurchase~~Company’s ~~decisions~~fiscal ~~within~~year ~~certain~~ending ~~agreed~~December ~~pricing and size parameters~~31, ~~however, the repurchase program may be suspended or discontinued at any time~~2025. The ~~Company’s~~decision ~~proposed~~to ~~repurchases~~engage ~~may~~HTL bewas ~~made~~recommended ~~from~~by ~~time to time on~~ the ~~open market and in accordance~~Company’s ~~with~~Audit ~~applicable~~Committee ~~rules~~ and ~~regulations.~~approved ~~The~~by ~~timing~~the ~~and~~Company’s ~~actual~~Board ~~number~~ of ~~shares repurchased will depend on a variety of factors, including price, business and market conditions~~Directors.

~~The~~During ~~Company~~the ~~has~~two ~~11,735,119~~most ~~shares~~recent offiscal ~~common~~years ~~stock~~and ~~outstanding~~through asthe ofEngagement ~~June 23~~Date, ~~2025.~~the Company has not consulted with HTL regarding either:

The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

1.	The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that HTL concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

2.	Any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date of this Current Report on Form 8-K, except as shall be expressly set forth by specific reference in such a filing.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Current Report on Form 8-K (this “Report”) contains forward-looking statements regarding, among other things, our future operating results and financial position, our business strategy, and other objectives for our future operations. The words “anticipate,” “believe,” “intend,” “expect,” “may,” “estimate,” “predict,” “project,” “potential” and similar expression are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by forward-looking statements. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make.

You should read this Report and the documents that we have filed as exhibits to this Report completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this Report are made as of the date of this Report, and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated June 23, 2025
16.1		Letter from Grassi & Co., CPAs, P.C.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	ALSET INC.
Dated: June 23, 2025	By:	/s/ Rongguo Wei
Dated: July 2, 2025	By:	/s/ Rongguo Wei
		Name: Rongguo Wei
	Name:	Rongguo Wei
		Title: Co-Chief Financial Officer
	Title:	Co-Chief Financial Officer

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