AEI Alset Inc

This Amendment No. 1 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on May 21, 2021 (the “Schedule 13G”).

Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.

Item 4. Ownership.

(a) and (b):

As of the close of business on December 31, 2021, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,383,346 shares of Common Stock, which consisted of (i) 252,500 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 1”), (ii) 504,500 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 2”), (iii) 99,810 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal (“Intracoastal Warrant 3”), (iv) 304,625 shares of Common Stock issuable upon exercise of a fourth warrant held by Intracoastal (“Intracoastal Warrant 4”), (v) 196,078 shares of Common Stock issuable upon exercise of a fifth warrant held by Intracoastal (“Intracoastal Warrant 5”) and (vi) 25,833 shares of Common Stock issuable upon exercise of a sixth warrant held by Intracoastal (“Intracoastal Warrant 6”), and all such shares of Common Stock represented beneficial ownership of approximately 2.1% of the Common Stock, based on (1) 64,645,113 shares of Common Stock outstanding as reported by the Issuer, plus (2) 252,500 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, (3) 504,500 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2, (4) 99,810 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3, (5) 304,625 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4, (6) 196,078 shares of Common Stock issuable upon exercise of Intracoastal Warrant 5 and (7) 25,833 shares of Common Stock issuable upon exercise of Intracoastal Warrant 6.

(c) Number of shares as to which each Reporting Person has:

(i) Sole power to vote or to direct the vote:  0.

(ii) Shared power to vote or to direct the vote: 1,383,346.

(iii) Sole power to dispose or to direct the disposition of 0.

(iv) Shared power to dispose or to direct the disposition of 1,383,346.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 11, 2022

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