SEC Form 8-K filed by HF Enterprises Inc.
$HFEN
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 12,
2021
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ALSET EHOME INTERNATIONAL INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-39732
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83-1079861
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(State
of incorporation or organization)
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(Commission
File
Number)
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(IRS
Employer Identification No.)
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4800 Montgomery Lane, Suite 210
Bethesda, Maryland 20814
(Address of principal executive offices) (Zip
Code)
Registrant’s
telephone number, including area code (301) 971-3940
N/A
(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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common
Stock, $0.001 par value
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AEI
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The
Nasdaq Stock Market LLC
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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
1.01
Entry
into a Material Definitive Agreement.
Effective
as of March 12, 2021, Alset EHome International Inc. (the
“Company”) entered into a Securities Purchase Agreement
(the “Securities Purchase Agreement”) with Mr. Chan
Heng Fai, the founder, Chairman and Chief Executive Officer of the
Company, True Partners International Limited, LiquidValue
Development Pte Ltd. (“LVD”) and American Pacific
Bancorp, Inc. (“APB”), pursuant to which the Company
purchased from Chan Heng Fai (i) warrants (the
“Warrants”) to purchase 1,500,000,000 shares of Alset
International Limited (“Alset International”); (ii)
1,000,000 shares of LVD’s common stock, constituting all of
the issued and outstanding stock of LVD; (iii) 62,122,908 ordinary
shares in True Partners Capital Holding Limited (“True
Partner”); and (iv) 4,775,523 shares of APB’s Class B
common stock, representing 86.44% of the total issued and
outstanding common stock of APB.
The
four acquisitions set forth in the Securities Purchase Agreement
closed on March 12, 2021. The Company has issued four convertible
notes to Chan Heng Fai as follows: (i) a convertible note in the
amount of $28,363,966.42 for warrants to purchase 1,500,000,000
shares of Alset International; (ii) a convertible note in the
amount of $173,394.87 to acquire all of the outstanding capital
stock of LVD; (iii) a convertible note in the amount of
$6,729,629.29 to acquire 62,122,908 ordinary shares of True
Partners; and (iv) a convertible note in the amount of $28,653,138
for 4,775,523 Class B shares of APB. Such four notes will only
become convertible into shares of the Company’s common stock
following the approval of the Company’s shareholders. Subject
to such shareholder approval, each note shall be convertible into
shares of the Company’s common stock at a conversion price
equal to $5.59 per share (equivalent to the average five closing
per share prices of the Company’s common stock preceding
January 4, 2021). Each convertible note matures in three years, has
an interest rate of 2% per annum and the principal amount and
accrued but unpaid interest shall be payable on the maturity date,
subject to the conversion of each convertible note.
Mr.
Chan recused himself from any deliberation or vote regarding any of
the four transactions described herein. The Audit Committee of the
Company’s Board of Directors reviewed, approved and
determined that it is advisable and in the best interests of the
Company to complete the four proposed transactions described above
in connection with the Term Sheet (the “Term Sheet”)
related to such transactions set forth in the Securities Purchase
Agreement. The Company’s Board of Directors approved the Term
Sheet for such transactions on January 6, 2021, and approved the
Securities Purchase Agreement and the transactions in connection
therewith on March 12, 2021.
The
four acquisitions set forth in the Securities Purchase Agreement
closed on March 12, 2021. All of these assets were acquired from
Chan Heng Fai or entities owned by Chan Heng Fai, the
Company’s Chairman and Chief Executive Officer. Mr. Chan is
also an officer and director of each of Alset International, LVD
and APB.
Alset International Limited
Incorporated
in September 2009 and listed on the Singapore Exchange in July
2010, Alset International operates as a global enterprise involved
in (i) property development and investments, primarily in the U.S.
and Western Australia; (ii) development, research, testing,
manufacturing, licensing and distribution of biomedical products;
(iii) asset management with a primary focus medical and residential
real estate in the US; (iv) direct sales of a growing variety of
health and wellness products; and (v) information technology
businesses, including blockchain technology. The Company has
acquired warrants to purchase 1,500,000,000 shares of Alset
International with an exercise price of SGD $0.048 per share. The
Company currently owns 57.07% of Alset International. If the
Company exercises all of the Alset International warrants acquired
in this transaction, the Company’s ownership of Alset
International will increase to 76.75%.
Mr.
Chan Heng Fai is both Chairman of the Board and the Chief Executive
Officer of the Company and the Chairman and Chief Executive Officer
of its subsidiary Alset International, as well as a significant
shareholder of both the Company and Alset International. Mr. Chan
owns 186,246,600 shares of Alset International, representing
approximately 10.5% of the outstanding shares of Alset
International.
LiquidValue Development Pte Ltd.
LVD
operates in the asset management field and will be leveraged by the
Company to establish an actively managed open-ended exchange-traded
fund (“ETF”) in the U.S. focused on disruptive
investment opportunities with long-term exponential growth
potential. The Company has acquired all of the issued and
outstanding stock of LVD.
True Partner Capital Holding Limited
True
Partners operates as a fund management company in the U.S. and Hong
Kong. True Partners manages funds and provides managed accounts on
a discretionary basis using a proprietary trading platform,
offering investment management and consultancy services. True
Partners also develops and supports its trading platform and
related proprietary software and provides management services for a
portfolio of securities and futures contracts. Its fund investors
and managed accounts are primarily professional investors,
including family offices, pension funds, high-net worth
individuals, endowments/foundations, and financial institutions.
True Partners was founded in 2010 and is headquartered in Hong
Kong. True Partners is currently listed on the Hong Kong Stock
Exchange (HKSE), with over USD $1.6 billion assets under management
(AUM). Pursuant to the Securities Purchase Agreement, the Company
has acquired 62,122,908 ordinary shares in True Partners (HKG:
8657). The Company now owns 15.5% of True Partners.
American Pacific Bancorp Inc.
APB is
a bank holding company that invests in commercial banks in the U.S.
APB’s plans include injecting digital banking capabilities
into banks to provide global banking services to clients worldwide,
with the goal to increase its profitability. The Company acquired
4,775,523 shares of the Class B common stock of APB, representing
approximately 86.4% of the total common stock of APB. The Company
plans to leverage APB's infrastructure to capitalize on the growth
opportunities with Special Purpose Acquisition Companies (SPACs).
The Company intends to work with APB to form a synergistic home
financing capability that will further support the Company’s
long-term business objectives.
The
foregoing description of the Securities Purchase Agreement and the
four convertible promissory notes does not purport to be complete
and is qualified in its entirety by reference to the complete text
of the Securities Purchase Agreement and each of the convertible
promissory notes, a copy of which are filed herein as exhibits to
this Current Report on Form 8-K.
Item
2.01
Completion
of Acquisition or Disposition of Assets.
The
disclosures set forth in Item 1.01 of this Current Report are
incorporated by reference herein.
Item
3.02
Unregistered
Sales of Equity Securities.
The
disclosures set forth in Item 1.01 of this Current Report are
incorporated by reference herein.
Item
7.01
Regulation
FD Disclosure.
On
March 15, 2021, the Company issued a press release (the
“Press Release”) announcing the closing of the four
transactions described above.
A copy
of the Press Release is being furnished as Exhibit 99.1 to this
Current Report on Form 8-K. The information contained in the Press
Release 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 (the
“Securities Act”) or the Exchange Act, except as shall
be expressly set forth by specific reference in such a filing. The
furnishing of the information in the Press Release is not intended
to, and does not, constitute a representation that such furnishing
is required by Regulation FD or that the information contained in
the Press Release constitutes material investor information that is
not otherwise publicly available.
This
Current Report on Form 8-K and exhibits may contain these types of
statements, which are “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995, and which involve risks, uncertainties and reflect the
Registrant’s judgment as of the date of this Current Report
on Form 8-K. Forward-looking statements may relate to, among other
things, operating results and are indicated by words or phrases
such as “expects,” “should,”
“will,” and similar words or phrases. These statements
are subject to inherent uncertainties and risks that could cause
actual results to differ materially from those anticipated at the
date of this Current Report on Form 8-K. The Company disclaims any
obligation to, and will not, update any forward-looking statements
to reflect events or circumstances after the date hereof. Investors
are cautioned not to rely unduly on forward-looking statements when
evaluating the information presented within.
Item
9.01
Financial
Statements and Exhibits.
(a) Financial Statements of Business Acquired
The
Company plans to file the required financial statements of APB, on
or before May 27, 2021 on a Form 8-K/A.
(b) Pro Forma Financial Information
The
Company plans to file the required pro forma financial information
on or before May 27, 2021 on a Form 8-K/A.
(d) Exhibits.
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Exhibit
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Number
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Exhibit
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Securities
Purchase Agreement By and Among Alset EHome International Inc.,
Chan Heng Fai Ambrose, True Partners International Limited,
LiquidValue Development Pte Ltd. and American Pacific Bancorp, Inc.
dated March 12, 2021.
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2%
Conditional Convertible Promissory Note dated March 12, 2021, in
the principal amount of $28,363,966.42.
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2%
Conditional Convertible Promissory Note dated March 12, 2021, in
the principal amount of $173,394.87.
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2%
Conditional Convertible Promissory Note dated March 12, 2021, in
the principal amount of $6,729,629.29.
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2%
Conditional Convertible Promissory Note dated March 12, 2021, in
the principal amount of $28,653,138.00.
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Press
Release dated March 15, 2021.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ALSET EHOME INTERNATIONAL INC.
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Date:
March 18, 2021
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By:
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/s/ Rongguo Wei
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Name:
Rongguo Wei
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Title:
Co-Chief Financial Officer
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