AEI Alset Inc

Item 1.01 Entry into a Material Definitive Agreement.

On February 28, 2022, Alset EHome International Inc. (the “Company”) entered into an Amendment to Stock Purchase Agreement (the “Amendment”) with DSS, Inc. (“DSS”) pursuant to which the Company and DSS have agreed to amend certain terms of the Stock Purchase Agreement dated January 25, 2022 (the “SPA”). Pursuant to the SPA, the Company had agreed to purchase 44,619,423 shares of DSS’s common stock for a purchase price of $0.3810 per share, for an aggregate purchase price of $17,000,000. Pursuant to the Amendment, the number of shares of the common stock of DSS that the Company will purchase has been reduced to 3,986,877 shares for an aggregate purchase price of $1,519,000. The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment to Stock Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

On January 17, 2022, the Company entered into a Securities Purchase Agreement with Chan Heng Fai, the Company’s Chairman, Chief Executive Officer and largest shareholder, pursuant to which the Company agreed to purchase from Mr. Chan 293,428,200 ordinary shares of Alset International Limited for a purchase price of 29,468,977 newly issued shares of the Company’s common stock. On February 28, 2022, the Company and Mr. Chan entered into an Amendment to the Securities Purchase Agreement pursuant to which the Company shall purchase these 293,428,200 ordinary shares of Alset International Limited for a purchase price of 35,319,290 newly issued shares of the Company’s common stock. The closing of this transaction with Mr. Chan is subject to approval of Nasdaq and the Company’s stockholders. These 293,428,200 ordinary shares of Alset International Limited represent approximately 8.4% of the 3,492,713,362 total issued and outstanding shares of Alset International Limited. The foregoing summary of the Amendment to the Securities Purchase Agreement is qualified in its entirety by reference to the full text of the Amendment to Stock Purchase Agreement, a copy of which is filed herewith as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

On February 28, 2022 the Company entered into a Stock Purchase Agreement with DSS, Inc. (the “True Partner Revised Stock Purchase Agreement”), pursuant to which the Company has agreed to sell a subsidiary holding 44,808,908 shares of stock of True Partner Capital Holding Limited, together with an additional 17,314,000 shares of True Partner Capital Holding Limited (for a total of 62,122,908 shares) in exchange for 17,570,948 shares of common stock of DSS (the “DSS Shares”). Previously, the Company and DSS were parties to an agreement dated as of January 18, 2022 for the sale of 62,122,908 shares of True Partner Capital Holding Limited; such agreement has been terminated, as described in Item 1.02, below. The Company and its various subsidiaries are collectively the largest shareholder of DSS. The Company’s Chairman, Chief Executive Officer and largest stockholder, Chan Heng Fai, is the Executive Chairman of DSS and a significant shareholder of DSS. The issuance of the DSS Shares will be subject to the approval of the NYSE American and DSS’s shareholders. The Company intends to obtain the approval of its stockholders for the closing of the transactions contemplated by the True Partner Revised Stock Purchase Agreement if required by Nasdaq. The foregoing summary of the True Partner Revised Stock Purchase Agreement is qualified in its entirety by reference to the True Partner Revised Stock Purchase Agreement attached hereto as Exhibit 10.3 and which is incorporated herein by reference.