Item
3.03. Material Modification to Rights of Security Holders.
As
previously disclosed, Alset EHome International Inc., a Delaware corporation (the “Predecessor Registrant”), and its wholly
owned subsidiary, Alset, Inc., a Texas corporation (the “Company”), entered into an Agreement and Plan of Merger on September
6, 2022 (the “Reincorporation Merger Agreement”), with the Company continuing as the surviving corporation (the “Reincorporation
Merger”). In connection with the Reincorporation Merger Agreement, at the Effective Time (as hereinafter defined), the Company
changed its name to “Alset Inc.” (from “Alset, Inc.”) and succeeded to the assets, continued the business
and assumed the rights and obligations of the Predecessor Registrant existing immediately prior to the Effective Time. The Reincorporation
Merger was consummated when the certificates of merger filed with the Secretary of State of the State of Texas (the “Texas Certificate
of Merger”) on September 7, 2022 and the Secretary of State of the State of Delaware (the “Delaware Certificate of Merger”)
on September 12, 2022 become effective on October 4, 2022 (the “Effective Time”). Copies of the Texas Certificate of Merger
and the Delaware Certificate of Merger are filed as Exhibits 3.1 and 3.2, respectively, and are each incorporated herein by reference.
The Reincorporation Merger Agreement and transactions contemplated thereby were adopted by the shareholders of the Predecessor Registrant
at the annual meeting of the shareholders of the Predecessor Registrant held on June 6, 2022 (the “Annual Meeting”). Pursuant
to Rule 12g-3 under the Exchange Act, the shares of common stock of the Company, as successor issuer, are deemed registered under Section
12(b) of the Securities Exchange Act of 1934, as amended. The shares of common stock of the Company will continue to be listed for trading
on the Nasdaq Stock Market under the symbol “AEI”.
At
the Effective Time, pursuant to the Reincorporation Merger Agreement, each outstanding share of common stock of the Predecessor Registrant
(“Predecessor Common Stock”), automatically converted into one share of common stock of the Company (“Company Common
Stock”) and the Company assumed all of the Predecessor Registrant’s outstanding convertible securities and each outstanding
convertible security shall be converted into and become the right to purchase or receive the same number of shares of Company Common
Stock, at the same exercise price or conversion price per share and upon the same terms and subject to the same conditions as set forth
in the applicable security as in effect immediately prior to the Effective Time.
At
the Effective Time, pursuant to the Reincorporation Merger Agreement, the directors and officers of the Company immediately prior to
the Reincorporation Merger, who were also the directors and officers of the Predecessor Registrant, remained the directors and officers
of the Company and continued their respective directorship or services with the Company on the same terms as their respective directorship
or service with the Predecessor Registrant immediately prior to the Effective Time.
The
description of the Reincorporation Merger and the Reincorporation Merger Agreement contained in this Item 3.03, does not purport
to be complete and is subject to and qualified in its entirety by reference to the Reincorporation Merger Agreement, which is filed as
Exhibit 2.1 hereto, and is incorporated herein by reference.
The
Reincorporation Merger effected certain changes in the rights of the Company’s stockholders. This is as a result of differences
between the Texas Business Organizations Code (“TBOC”) and the Delaware General Corporation Law (“DGCL”), as
well as differences between each of the Company’s charter documents and the Predecessor Registrant’s charter documents. A
summary of these differences, as well as certain differences between the TBOC and the DGCL, are included in the definitive proxy statement
filed by the Predecessor Registrant with the Securities and Exchange Commission on April 25, 2022, as supplemented, under “Proposal
2”, which is incorporated herein by reference, and in the Predecessor Registrant’s Current Report on Form 8-K filed on September
12, 2022, which is incorporated herein by reference. This summary is qualified in its entirety by reference to the DGCL, the Predecessor
Registrant’s certificate of incorporation and bylaws, the TBOC, and the Company’s Restated
Certificate of Formation and Bylaws.