Asfiled with the Securities and Exchange Commission on July 23, 2021

RegistrationNo. 333-

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT

UNDER

THESECURITIES ACT OF 1933

AlsetEHome International Inc.

(Exactname of registrant as specified in its charter)

AlsetEHome International Inc.

4800Montgomery Lane, Suite 210

Bethesda,Maryland 20814

(301)971-3940

(Address,including zip code, and telephone number, including area code, of registrant’s principal executive offices)

ChanHeng Fai

Chairmanand Chief Executive Officer

AlsetEHome International Inc.

4800Montgomery Lane, Suite 210

Bethesda,Maryland 20814

(301)971-3940

(Name,address, including zip code, and telephone number, including area code, of agent for service)

Copiesof all communications to:

Approximatedate of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, check the following box. [X]

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[  ]

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”in Rule 12b-2 of the Exchange Act.

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [  ]

CALCULATIONOF REGISTRATION FEE

Theregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall hereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such dateas the Commission, acting pursuant to said Section 8(a), may determine.

Theinformation in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registrationstatement filed with the SEC is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy thesesecurities in any jurisdiction where the offer or sale is not permitted.

Subjectto Completion, dated July 23, 2021

PRELIMINARYPROSPECTUS

6,533,575shares of

CommonStock and

Pre-fundedWarrants

Weare offering 6,533,575 shares of our common stock in a firm commitment underwritten public offering, based upon an assumed offering priceequal to $5.51 per share of common stock, which was the closing price of our common stock on the Nasdaq Capital Market on July 14, 2021.The public offering price per share of common stock will be determined by us at the time of pricing, may be at a discount to the currentmarket price, and the recent market price used throughout this prospectus may not be indicative of the final offering price.

Weare also offering to those purchasers, if any, whose purchase of common stock in this offering would otherwise result in the purchaser,together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser,9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaserso chooses, pre-funded warrants (each a “Pre-funded Warrant”) at an exercise price of $0.01 per share. The purchase priceof each Pre-funded Warrant is equal to the price per share of common stock being sold to the public in this offering, minus $0.01. ThePre-funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercisedin full.

Foreach Pre-funded Warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis, the offeringalso includes the shares of common stock issuable from time to time upon exercise of the Pre-Funded Warrants.

Ourcommon stock is listed on the Nasdaq Capital Market under the symbol “AEI.” The last reported sale price of our common stockon July 14, 2021 was $5.51 per share. There is no established trading market for the common warrants or pre-funded warrants andwe do not intend to list the common warrants or pre-funded warrants on any securities exchange or nationally recognized trading system.

Thepublic offering price per share of common stock will be determined between us and the underwriters based on market conditions at thetime of pricing, and may be at a discount to the then current market price. Therefore, the recent market price used throughout this preliminaryprospectus may not be indicative of the final offering price.

Thisprospectus contains or incorporates by reference summaries of certain provisions contained in some of the documents described herein,but reference is made to the actual documents for complete information. All the summaries are qualified in their entirety by the actualdocuments. Copies of some of the documents referred to herein have been filed or have been incorporated by reference as exhibits to theregistration statement of which this prospectus forms a part, and you may obtain copies of those documents as described in this prospectusunder the heading “Where You Can Find More Information.”

Investingin our securities involves a high degree of risk. See “Risk Factors” beginning on page 8.

Wehave granted a 45-day option to the underwriters to purchase additional shares of common stock representing up to 15% of the shares ofcommon stock and the shares underlying the Pre-funded Warrants sold in the offering, solely to cover over-allotments, if any.

Neitherthe Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Theunderwriters expect to deliver the shares to purchasers on or about            , 2021.

AegisCapital Corp.

Thedate of this prospectus is           , 2021

TABLEOF CONTENTS

Youshould rely only on the information contained in this prospectus or contained in any free writing prospectus prepared by or on behalfof us. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectusor in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, andcan provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sellonly the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information containedin this prospectus is accurate only as of its date regardless of the time of delivery of this prospectus or of any sale of securities.

Youshould also read and consider the information in the documents to which we have referred you under the captions “Incorporationof Certain Information by Reference” and “Where You Can Find More Information” in this prospectus.

Forinvestors outside the United States, we have not done anything that would permit this offering or possession or distribution of thisprospectus in any jurisdiction where action for that purpose is required, other than in the U.S. Persons who come into possession ofthis prospectus and any free writing prospectus related to this offering in jurisdictions outside the U.S. are required to inform themselvesabout and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectusapplicable to that jurisdiction.

PROSPECTUSSUMMARY

Thissummary description about us and our business highlights selected information contained elsewhere in this prospectus, or incorporatedin this prospectus by reference. This summary does not contain all of the information you should consider before buying securities inthis offering. You should carefully read this entire prospectus, including each of the documents incorporated herein or therein by reference,before making an investment decision.

Unlessthe context requires otherwise, the words “we,” “us,” “our,” “our company,” “Alset”,“the Company” and “our business” refer to Alset EHome International Inc., a Delaware corporation, and its consolidatedsubsidiaries.

OurCompany

Weare a diversified holding company principally engaged through our subsidiaries in property development, financial services, digitaltransformation technology and biohealth activities with operations in the United States, Singapore, Hong Kong, Australia and South Korea.We manage our principal businesses primarily through our 74.05% owned subsidiary, Alset International Limited, a public company tradedon the Singapore Stock Exchange. Through this subsidiary (and indirectly, through other public and private U.S. and Asian subsidiaries),we are actively developing two significant real estate projects near Houston, Texas and in Frederick, Maryland in our property developmentsegment. We have designed applications for enterprise messaging and e-commerce software platforms in the United States and Asia in ourdigital transformation technology business unit. Our biohealth segment includes investments in companies engaged in research totreat neurological and immune-related diseases, nutritional chemistry to create a natural sugar alternative, research regarding innovativeproducts to slow the spread of disease, and natural foods and supplements. We identify strategic global businesses for acquisition, incubationand corporate advisory services, primarily related to our operating business segments. We also have ownership interests outside of AlsetInternational, including an indirect 16.8% equity interest in Holista CollTech Limited, a direct 15.5% equity interest in True PartnerCapital Holding Limited, and a direct 82.7% equity interest in American Pacific Bancorp Inc. Holista CollTech Limited is a public Australiancompany that produces natural food ingredients. True Partner Capital Holding Limited is a public Hong Kong company which operates asa fund management company in the U.S. and Hong Kong. American Pacific Bancorp Inc. is a bank holding company which invests in commercialbanks and financial instruments in the U.S and other countries. Currently, our ownership interests in Holista CollTech Limited and TruePartner Capital Holding Limited do not have a material asset value relative to our principal businesses. Under the guidance of Chan HengFai, our founder, Chairman and Chief Executive Officer, who is also our largest stockholder, we have positioned ourselves as a participantin these key markets through a series of strategic transactions. Our growth strategy is both to pursue acquisition opportunities thatwe can leverage on our global network using our capital and management resources and to accelerate the expansion of our organic businesses.

Wegenerally acquire majority and/or control stakes in innovative and promising businesses that are expected to appreciate in value overtime. Our emphasis is on building businesses in industries where our management team has in-depth knowledge and experience, or whereour management can provide value by advising on new markets and expansion. We have at times provided a range of global capital and managementservices to these companies in order to gain access to Asian markets. We have historically favored businesses that improve an individual’squality of life or that improve the efficiency of businesses through technology in various industries. We believe our capital and managementservices provide us with a competitive advantage in the selection of strategic acquisitions, which creates and adds value for our companyand our stockholders.

Weintend at all times to operate our business in a manner as to not become inadvertently subject to the regulatory requirements under theInvestment Company Act by, among other things, (i) in the event of acquisitions, purchasing all or substantially all of an acquisitiontarget’s voting stock, and only in limited cases purchase less than 51% of the voting stock; (ii) monitoring our operations andour assets on an ongoing basis in order to ensure that we own no less than a majority, or other control, of Alset International and thatAlset International, in turn, owns no less than a majority, or other control, of LiquidValue Development Inc. (“LVD”) andother such subsidiaries with significant assets and operations; and (iii) limiting additional equity investments into affiliated companiesincluding our majority-owned and/or controlled operating subsidiaries, except in special limited circumstances. Additionally, we willcontinue to hire in-house management personnel and employees with industry background and experience, rather than retaining traditionalinvestment portfolio managers to oversee our group of companies.

Thefollowing chart illustrates the current corporate structure of our key operating entities:

SelectedRisks Associated with Our Business

Ourbusiness and prospects may be limited by a number of risks and uncertainties that we currently face, including the following:

Inaddition, we face other risks and uncertainties that may materially affect our business prospects, financial condition and results ofoperations. You should consider the risks discussed in “Risk Factors” and elsewhere in this prospectus before investing inour common stock.

Implicationsof Our Being an “Emerging Growth Company”

Asa company with less than $1.07 billion in revenue during our last completed fiscal year, we qualify as an “emerging growth company”under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reducedreporting requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company, we:

Weintend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for theadoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods maymake it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies thathave opted out of the phase-in periods under §107 of the JOBS Act.

Certainof these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smallerreporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestationand report regarding internal control over financial reporting, are not required to provide a compensation discussion and analysis, arenot required to provide a pay-for-performance graph or CEO pay ratio disclosure, and may present only two years of audited financialstatements and related MD&A disclosure.

Underthe JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after ourinitial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, or such earliertime that we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerginggrowth company” if we have more than $1.07 billion in annual revenue, have more than $700 million in market value of our commonstock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period. Further,under current SEC rules, we will continue to qualify as a “smaller reporting company” for so long as we have a public float(i.e., the market value of common equity held by non-affiliates) of less than $250 million as of the last business day of our most recentlycompleted second fiscal quarter.

Statusas a Controlled Company

Weare considered a “controlled company” within the meaning of the listing standards of Nasdaq. Under these rules, a “controlledcompany” may elect not to comply with certain corporate governance requirements, including the requirement to have a board thatis composed of a majority of independent directors. We are taking advantage of these exemptions. These exemptions do not modify the independencerequirements for our audit committee, and we intend to comply with the applicable requirements of the Sarbanes-Oxley Act and rules withrespect to our audit committee within the applicable time frame.

CorporateInformation

TheCompany was incorporated in the State of Delaware on March 7, 2018 as HF Enterprises Inc. Effective as of February 5, 2021, the Companychanged its name from “HF Enterprises Inc.” to “Alset EHome International Inc.” The Company effected such namechange pursuant to a merger entered into with a wholly owned subsidiary, Alset EHome International Inc. The Company is the survivingentity following this merger and has adopted the name of its former subsidiary. In connection with our name change, our trading symbolon the Nasdaq Stock Market was changed from “HFEN” to “AEI.”

Ourprincipal executive offices are located at 4800 Montgomery Lane, Suite 210, Bethesda, Maryland 20814, telephone (301) 971-3940. We alsomaintain offices in Singapore, Magnolia, Texas, South Korea and Hong Kong. We maintain a corporate website at www.alsetehomeintl.com.Information on our website, and any downloadable files found there, are not part of this prospectus and should not be relied upon withrespect to this offering.

Anyinformation that we consider to be material to an evaluation of our company will be included in filings on the SEC website, http://www.sec.gov,and may also be disseminated using our investor relations website, www.alsetehomeintl.com, and press releases.

AvailableInformation

Wemake available, free of charge on our corporate website at www.alsetehomeintl.com, copies of our Annual Reports on Form 10-K, QuarterlyReports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, and all amendments to these reports, as soon as reasonably practicableafter such material is electronically filed with or furnished to the Securities and Exchange Commission, or the SEC, pursuant to Section13(a) or 15(d) of the Securities Exchange Act. We also show detail about stock trading by corporate insiders by providing access to SECForms 3, 4 and 5. The SEC maintains a website that contains reports, proxy and information statements, and other information regardingissuers that file electronically with the SEC. The address of that website is www.sec.gov.

THEOFFERING

Thenumber of shares of common stock to be outstanding immediately after this offering is based on shares of common stock outstanding atJuly 20, 2021 and an assumed public offering price of $5.51, which was the closing price of our common stock on the Nasdaq Capital Marketon July 14, 2021, and excludes the following:

Unlessotherwise indicated, all information in this prospectus reflects or assumes no exercise by the underwriters of their option to purchaseup to 980,036 additional shares of common stock in this offering.

INCORPORATIONOF CERTAIN INFORMATION BY REFERENCE

TheSEC allows us to “incorporate by reference” into this prospectus the information in other documents that we file with it.This means that we can disclose important information to you by referring you to those documents. The information incorporated by referenceis considered to be a part of this prospectus, and information in documents that we file later with the SEC will automatically updateand supersede information contained in documents filed earlier with the SEC or contained in this prospectus. We incorporate by referencein this prospectus the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14, or15(d) of the Exchange Act prior to the termination of the offering under this prospectus; provided, however, that we are not incorporating,in each case, any documents or information deemed to have been furnished and not filed in accordance with SEC rules:

Additionally,all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) prior to effectiveness of thisregistration statement, and (ii) after the effective date of this registration statement and before the termination or completion ofany offering hereunder, shall be deemed to be incorporated by reference into this prospectus from the respective dates of filing of suchdocuments, except that we do not incorporate any document or portion of a document that is “furnished” to the SEC, but notdeemed “filed.”

Anystatement contained in this prospectus, or in a document incorporated or deemed to be incorporated by reference into this prospectuswill be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectusor any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes thestatement. Any statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part ofthis prospectus.

Wewill furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference in thisprospectus, including exhibits to these documents. You should direct any requests for documents to Alset EHome International Inc., Attention:Michael Gershon, Chief Legal Officer.

Youalso may access these filings on our website at www.alsetehomeintl.com. We do not incorporate the information onour website into this prospectus and you should not consider any information on, or that can be accessed through, our website as partof this prospectus (other than those filings with the SEC that we specifically incorporate by reference into this prospectus).

RISKFACTORS

Investingin our securities involves a high degree of risk. You should carefully consider the risk factors set forth below and under the caption“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, which are incorporated by referencein this prospectus. See “Incorporation of Certain Information by Reference” and “Where You Can Find More Information.”Before making any investment decision, you should carefully consider these risks as well as other information we include or incorporateby reference in this prospectus. The risks and uncertainties we describe are not the only ones facing us. Additional risks and uncertaintiesthat we are unaware of or that we believe are not material at the time could also materially adversely affect our business, financialcondition or results of operations. In any case, the value of our common stock could decline, and you could lose all or part of yourinvestment. Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

RisksRelated to this Offering

Wehave broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Ourmanagement will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in wayswith which you may not agree. Accordingly, you will be relying on the judgment of our management with regard to the use of these netproceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.It is possible that the proceeds will be invested or otherwise used in a way that does not yield a favorable, or any, return for ourcompany. See the section entitled “Use of Proceeds” in this prospectus for a more detailed discussion of our expected useof the net proceeds from this offering.

Thereis no established public trading market for the Pre-funded Warrants being offered in this offering, and we do not expect a market todevelop for the Pre-funded Warrants.

Thereis no established public trading market for the Pre-funded Warrants being offered in this offering, and we do not expect a market todevelop. In addition, we do not intend to apply to list the Pre-funded Warrants on any national securities exchange or other nationallyrecognized trading system. Without an active market, the liquidity of the Pre-funded Warrants will be limited. Further, the existenceof the Pre-funded Warrants may act to reduce both the trading volume and the trading price of our common stock.

ThePre-funded Warrants are speculative in nature.

Exceptas otherwise provided in the Pre-funded Warrants, until holders of Pre-Funded Warrants acquire our common stock upon exercise of thePre-funded Warrants, holders of Pre-funded Warrants will have no rights with respect to our common stock underlying such Pre-funded Warrants.Upon exercise of the Pre-funded Warrants, the holders will be entitled to exercise the rights of a stockholder of our common stock onlyas to matters for which the record date occurs after the exercise date.

Moreover,following this offering, the market value of the Pre-funded Warrants is uncertain. There can be no assurance that the market price ofour common stock will ever equal or exceed the price of the Pre-Funded Warrants, and, consequently, whether it will ever be profitablefor investors to exercise their Pre-funded Warrants.

Youwill experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase.

Sincethe price per share of our common stock being offered is higher than the net tangible book value per share of our common stock, you willsuffer substantial dilution in the net tangible book value of the common stock you purchase in this offering. Based on the public offeringprice of $5.51 per share, and after deducting the underwriting discount and estimated offering expenses payable by us, if you purchaseshares of common stock in this offering, you will suffer immediate and substantial dilution of $1.94 per share in the net tangiblebook value of the common stock. See the section entitled “Dilution” in this prospectus for a more detailed discussion ofthe dilution you will incur if you purchase common stock in this offering.

Ouroutstanding options, warrants and convertible preferred stock, and the availability for resale of certain of the underlying shares, mayadversely affect the trading price of our common stock.

Asof July 20, 2021, there were outstanding:

Ouroutstanding options and warrants could adversely affect our ability to obtain future financing or engage in certain mergers or othertransactions, since the holders thereof may exercise or convert them at a time when we may be able to obtain additional capital througha new offering of securities on terms more favorable to us than the terms of outstanding securities. For the life of the options andwarrants, the holders have the opportunity to profit from a rise in the market price of our common stock without assuming the risk ofownership. The issuance of shares upon the exercise of outstanding options and warrants would also dilute the ownership interests ofour existing stockholders.

Youmay experience future dilution as a result of future equity offerings.

Tothe extent that we raise additional funds through the sale of equity or convertible debt securities, the issuance of such securitieswill result in dilution to our stockholders. We may sell shares or other securities in any other offering at a price per share that isless than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future couldhave rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securitiesconvertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investorsin this offering.

Futuresales, or the perception of future sales, of a substantial amount of our shares of common stock could depress the trading price of ourcommon stock.

Ifwe or our stockholders sell substantial amounts of our shares of common stock in the public market or if the market perceives that thesesales could occur, the market price of shares of our common stock could decline. These sales may make it more difficult for us to sellequity or equity-related securities in the future at a time and price that we deem appropriate, or to use equity as consideration forfuture acquisitions.

Asof July 20, 2021, the aggregate number of shares of capital stock that the Company is authorized to issue is 275,000,000, of which 250,000,000shares are common stock having a par value of $0.001 per share and 25,000,000 shares are preferred stock having a par value of $0.001per share. As of July 20, 2021, we have 28,347,591 shares of common stock and 0 shares of preferred stock outstanding. Of these outstandingcommon shares, 10,113,277 shares are freely tradable. Our executive officers and directors have entered into agreements with theunderwriters not to sell or otherwise dispose of shares of their common stock for a period of 90 days commencing on the date of thisoffering, with certain exceptions. Immediately upon the expiration of this lock-up period, 16,646,582 shares will be eligiblefor resale pursuant to Rule 144 under the Securities Act, subject to the volume, manner of sale, holding period and other limitationsof Rule 144.

Concentrationof ownership of our common stock by our principal stockholder will limit new investors from influencing significant corporate decisions.

Asof July 20, 2021, our Chief Executive Officer, Chan Heng Fai has the power to vote approximately 65.4% of our outstanding shares of commonstock. He will be able to make decisions such as (i) making amendments to our certificate of incorporation and bylaws, (ii) whether toissue additional shares of common stock and preferred stock, including to himself, (iii) employment decisions, including compensationarrangements, (iv) whether to enter into material transactions with related parties, (v) election and removal of directors and (vi) anymerger or other significant corporate transactions. The interests of Chan Heng Fai may not coincide with our interests or the interestsof other stockholders.

Anincrease in our net asset value or market capitalization following this Offering could result in bonus payments to our Chief ExecutiveOfficer.

OnFebruary 8, 2021, we entered into an Executive Employment Agreement (the “Employment Agreement”) with our Chief ExecutiveOfficer. Under the Employment Agreement, Mr. Chan’s compensation will include a fixed salary of $1 per month and two bonus paymentseach year consisting of: (i) one payment equal to Five Percent (5%) of the growth in market capitalization the Company experiences inany year; and (ii) one payment equal to Five Percent (5%) of the growth in net asset value the Company experiences in any year. To theextent this Offering contributes to an increase in our market capitalization and/or net asset value at December 31, 2021 as comparedto December 31, 2020, we would be obligated to pay such bonus in cash or stock, at Mr. Chan’s election.

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus and any free writing prospectus that we have authorized for use in connection with this offering, including the documentsthat we incorporate by reference, contain forward-looking statements concerning our business, operations and financial performance andcondition, as well as our plans, objectives and expectations for our business, operations and financial performance and condition. Anystatements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases,you can identify forward-looking statements by terminology such as “anticipate,” “assume,” “believe,”“contemplate,” “continue,” “could,” “due,” “estimate,” “expect,”“goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,”“positioned,” “seek,” “should,” “target,” “will,” “would” andother similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or othercomparable terminology. These forward-looking statements include, but are not limited to, statements about our future financial performance,including our revenue, costs of revenue, operating expenses and profitability;

Webelieve that it is important to communicate our future expectations to our investors. However, there may be events in the future thatwe are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations wedescribe in our forward-looking statements. These forward-looking statements are based on management’s current expectations, estimates,forecasts and projections about our business and the industry in which we operate and management’s beliefs and assumptions andare not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that arein some cases beyond our control. As a result, any or all of our forward-looking statements in this prospectus may turn out to be inaccurate.Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under“Risk Factors” and elsewhere in this prospectus. Potential investors are urged to consider these factors carefully in evaluatingthe forward-looking statements. These forward-looking statements speak only as of the date of this prospectus. We assume no obligationto update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

Youshould not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflectedin the forward- looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or eventsand circumstances reflected in the forward-looking statements will be achieved or occur. We undertake no obligation to update publiclyany forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changesin our expectations.

Youshould read this prospectus and any free writing prospectus that we have authorized for use in connection with this offering with theunderstanding that our actual future results, levels of activity, performance and events and circumstances may be materially differentfrom what we expect.

USEOF PROCEEDS

Weestimate that we will receive net proceeds of approximately $32.7 million from the sale of the shares of common stock and Pre-fundedWarrants offered in this offering, or approximately $37.6 million if the underwriters exercise their over-allotment option infull, based upon an assumed public offering price of $5.51, which was the closing price of our common stock on the Nasdaq Capital Marketon July 14, 2021, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

Weintend to use the net proceeds (i) to fund possible acquisitions of new companies and additional properties, (ii) to fund the furtherdevelopment of properties, including services and infrastructure; (iii) to develop rental opportunities at properties; (iv) to exercisewarrants of our subsidiaries to accomplish the items in (i) – (iii) and (v) for working capital and general corporate purposes.

Asignificant portion of the net proceeds of this offering may be used to fund possible acquisitions of new companies in the markets inwhich we operate, or may operate in the future, and to acquire additional real estate development properties. We intend to acquire allor substantially all of an acquisition target’s voting stock and only in limited cases acquire less than 51% of the voting stock.We have no such acquisition agreements or commitments in place at this time.

Workingcapital and general corporate purposes may include amounts required to pay officers’ salaries, professional fees, ongoing publicreporting costs, office-related expenses and other corporate expenses, including interest and overhead. Working capital may also includefunds used for our sales and marketing and/or product enhancement efforts

Theexpected use of net proceeds from this offering represents our intention based upon our present plans and business conditions. We cannotpredict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on theuses set forth above. Accordingly, our management will have significant flexibility in applying the net proceeds of this offering. Thetiming and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipatedgrowth of our business. Pending their use, we intend to invest the net proceeds of this offering in a variety of capital-preservationinvestments, including short- and intermediate-term, interest-bearing, investment-grade securities.

PRINCIPALSTOCKHOLDERS

Thefollowing table and accompanying footnotes set forth certain information with respect to the beneficial ownership of our common stockas of July 22, 2021, referred to in the table below as the “Beneficial Ownership Date,” by:

●each person who is known to be the beneficial owner of 5% or more of the outstanding shares of our common stock;

●each member of our board of directors, director nominees and each of our named executive officers individually; and

●all of our directors, director nominees and executive officers as a group.

Beneficialownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person andthe percentage ownership of that person, shares of common stock subject to stock options or warrants held by that person that are currentlyexercisable or exercisable within 60 days of the Beneficial Ownership Date and shares of restricted stock subject to vesting until theoccurrence of certain events, are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any otherperson (however, neither the stockholder nor the directors and officers listed below own any stock options or warrants to purchase sharesof our common stock at the present time). The percentages of beneficial ownership are based on 28,347,591 shares of common stockoutstanding as of the Beneficial Ownership Date.

Toour knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person namedin the table has sole voting and investment power with respect to the shares set forth opposite such person’s name.

(1)Except as otherwise indicated, the address of each of the persons in this table is c/o Alset EHome International Inc., 4800 MontgomeryLane, Suite 210, Bethesda, Maryland 20814.

(2)Represents 11,814,314 shares of common stock owned directly by Chan Heng Fai and 6,380,000 shares of common stock owned of record byHFE Holdings Limited, of which Chan Heng Fai has sole voting and investment power with respect to such shares.

CAPITALIZATION

Thefollowing table sets forth our cash and cash equivalents and total capitalization as of March 31, 2021:

Thepro forma as adjusted information in the balance sheet data below is illustrative only. You should read this table together with thesection entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financialstatements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in our QuarterlyReport on Form 10-Q for the quarter ended March 31, 2021, each of which is incorporated by reference into this prospectus.

*Total capitalization = Long-term debt + Total stockholders’ equity

Thenumber of shares of common stock in the table above is based on 28,347,591 shares outstanding as of March 31, 2021 (after giving effectto the shares of common stock issued in the June Over-Allotment Exercise and the May Base Offering and upon the Warrant Exercise, thePre-funded Warrant Exercise, conversion of Series B Preferred Stock and the Note Conversion), and excludes:

Unlessotherwise indicated, all information in this prospectus reflects or assumes no exercise by the underwriters of their option to purchaseup to 980,036 additional shares of common stock in this offering.

DILUTION

Apurchaser of our securities in this offering will be diluted to the extent of the difference between the price per share of our commonstock in this offering and the net tangible book value per share of our common stock after this offering. As of March 31, 2021, our historicalnet tangible book value was $51,871,207, or $6.05 per share of common stock, based on 8,580,000 shares of common stock outstanding. Aftergiving effect to net proceeds of approximately $3.8 million received in the June Over-Allotment Exercise, net proceeds of approximately$29.1 million received in the May Base Offering, proceeds of approximately $6.9 million received in connection with the Warrant Exercise,proceeds of approximately $16,110 received in connection with the Pre-funded Warrant Exercise, issuance of 2,132,000 shares of commonstock upon conversion of Series B Preferred Stock and the issuance of 9,163,966 shares of common stock in the Note Conversion, our proforma historical net tangible book value was $91,716,915, or $3.24 per share of common stock, based on 28,347,591 shares of our commonstock outstanding, after giving effect to the shares of common stock issued in the June Over-Allotment Exercise, the May Base Offering,the Warrant Exercise, the Pre-funded Warrant Exercise, Series B Preferred Stock Conversion and the Note Conversion. Our pro forma nettangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities, dividedby the pro forma total number of shares of our common stock outstanding.

Aftergiving effect to our sale in this offering of 6,533,575 shares of our common stock (assuming no exercise of the Pre-funded Warrants),based on an assumed offering price of $5.51 per share, which was the closing price of our common stock on the Nasdaq Capital Market onJuly 14, 2021, excluding shares that may be issued upon exercise of the underwriter’s overallotment option, at a public offeringprice of $5.51 per share, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, ourpro forma as adjusted net tangible book value as of March 31, 2021 (including the effects of the June Over-Allotment Exercise, the MayBase Offering, the Warrant Exercise, the Pre-funded Warrant Exercise, Series B Preferred Stock conversion and the Note Conversion) wouldhave been $124,390,284, or $3.57 per share of our common stock. This amount results in an immediate increase of net tangiblebook value of $0.33 per share to our existing stockholders and an immediate dilution of $1.94 per share to the new investors purchasingsecurities in this offering. The dilution information discussed below is illustrative only and will change based on the actual publicoffering price and other terms of this offering determined at pricing. The following table illustrates this dilution (including the effectsof the June Over-Allotment Exercise, the May Base Offering, the Warrant Exercise, the Pre-funded Warrant Exercise, Series B PreferredStock Conversion and the Note Conversion):

Thenumber of shares of common stock in the table above is based on shares outstanding as of March 31, 2021 (after giving effect to the sharesof common stock issued in the June Over-Allotment Exercise and the May Base Offering and upon the Warrant Exercise, the Pre-funded WarrantExercise, Series B Preferred Stock Conversion and the Note Conversion), and excludes:

Unlessotherwise indicated, all information in this prospectus reflects or assumes no exercise by the underwriters of their option to purchaseup to 980,036 additional shares of common stock in this offering.

Tothe extent that outstanding options or warrants are exercised or our preferred stock is converted, you will experience further dilution.In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe thatwe have sufficient funds for our current or future operating plans. In the event that additional capital is raised through the sale ofequity, our stockholders will be further diluted.

DESCRIPTIONOF OUR SECURITIES

Thefollowing description summarizes important terms of our common stock. For a complete description, you should refer to our certificateof incorporation and bylaws, forms of which are incorporated by reference to the exhibits to the registration statement of which thisprospectus is a part, as well as the relevant portions of the Delaware law. References to our certificate of incorporation and bylawsare to our certificate of incorporation and our bylaws, respectively, each of which will become effective upon completion of this offering.

General

Ourauthorized capital stock consists of 250,000,000 shares of common stock with a $0.001 par value per share, and 25,000,000 shares of preferredstock with a $0.001 par value per share, all of which shares of preferred stock will be undesignated. Our board of directors may establishthe rights and preferences of the preferred stock from time to time. As of July 20, 2021, there were 28,347,591 shares of common stockissued and outstanding, and 0 shares of preferred stock were issued or outstanding.

CommonStock

Eachholder of our common stock is entitled to one vote for each share on all matters to be voted upon by the stockholders and there are nocumulative rights. Subject to any preferential rights of any outstanding preferred stock, holders of our common stock are entitled toreceive ratably the dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.If there is a liquidation, dissolution or winding up of our company, holders of our common stock would be entitled to share in our assetsremaining after the payment of liabilities and any preferential rights of any outstanding preferred stock.

Holdersof our common stock have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fundprovisions applicable to the common stock. All outstanding shares of our common stock will be fully paid and non-assessable. The rights,preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holdersof shares of any series of preferred stock which we may designate and issue in the future.

Pre-fundedWarrants

Theterm “pre-funded” refers to the fact that the purchase price of our common stock in this offering includes almost the entireexercise price that will be paid under the Pre-funded Warrants, except for a nominal remaining exercise price of $0.01. The purpose ofthe Pre-funded Warrants is to enable investors that may have restrictions on their ability to beneficially own more than 4.99% (or, uponelection of the holder, 9.99%) of our outstanding common stock following the consummation of this offering the opportunity to make aninvestment in the Company without triggering their ownership restrictions, by receiving Pre-funded Warrants in lieu of our common stockwhich would result in such ownership of more than 4.99% (or 9.99%), and receive the ability to exercise their option to purchase theshares underlying the Pre-funded Warrants at such nominal price at a later date.

Exerciseof Warrants. Each Pre-funded Warrant is exercisable for one share of our common stock, with an exercise price equal to $0.01 pershare, at any time that the Pre-funded Warrant is outstanding. There is no expiration date for the Pre-funded Warrants. The holder ofa Pre-funded Warrant will not be deemed a holder of our underlying common stock until the Pre-funded Warrant is exercised.

Subjectto limited exceptions, a holder of Pre-funded Warrants will not have the right to exercise any portion of its Pre-funded Warrants ifthe holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of suchholder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99% (or, at the election of the purchaserprior to the date of issuance, 9.99%) of the shares of our common stock then outstanding after giving effect to such exercise.

Theexercise price and the number of shares issuable upon exercise of the Pre-funded Warrants is subject to appropriate adjustment in theevent of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar eventsaffecting our common stock. The Pre-funded Warrant holders must pay the exercise price in cash upon exercise of the Pre-funded Warrants,unless such Pre-funded Warrant holders are utilizing the cashless exercise provision of the Pre-funded Warrants.

Uponthe holder’s exercise of a Pre-funded Warrant, we will issue the shares of common stock issuable upon exercise of the Pre-fundedWarrant within two trading days following our receipt of a notice of exercise, provided that payment of the exercise price has been made(unless exercised to the extent permitted via the “cashless” exercise provision). Prior to the exercise of any Pre-fundedWarrants to purchase common stock, holders of the Pre-funded Warrants will not have any of the rights of holders of the common stockpurchasable upon exercise, including the right to vote, except as set forth therein.

Pre-fundedWarrants may be exercised only if the issuance of the shares of common stock is covered by an effective registration statement, or anexemption from registration is available under the Securities Act and the securities laws of the state in which the holder resides. Weintend to use commercially reasonable efforts to have the registration statement, of which this prospectus forms a part, effective whenthe Pre-funded Warrants are exercised. The Pre-funded Warrant holders must pay the exercise price in cash upon exercise of the Pre-fundedWarrants unless there is not an effective registration statement or, if required, there is not an effective state law registration orexemption covering the issuance of the shares underlying the Pre-funded Warrants (in which case, the Pre-funded Warrants may only beexercised via a “cashless” exercise provision).

FundamentalTransaction. In the event we consummate a merger or consolidation with or into another person or other reorganization event in whichour common stock are converted or exchanged for securities, cash or other property, or we sell, lease, license, assign, transfer, conveyor otherwise dispose of all or substantially all of our assets or we or another person acquire 50% or more of our outstanding sharesof common stock, then following such event, the holders of the Pre-funded Warrants will be entitled to receive upon exercise of suchPre-funded Warrants the same kind and amount of securities, cash or property which the holders would have received had they exercisedtheir Pre-funded Warrants immediately prior to such fundamental transaction. Any successor to us or surviving entity shall assume theobligations under the Pre-funded Warrants.

ExchangeListing. We do not intend to apply for listing of the Pre-funded Warrants on any securities exchange or other trading system.

Book-EntryForm

ThePre-funded Warrants will be registered securities and will be evidenced by a global certificate, which will be deposited on behalf ofthe Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nomineeof DTC. If DTC subsequently ceases to make its book-entry settlement system available for the Pre-funded Warrants, the Company may instructthe Warrant Agent regarding making other arrangements for book-entry settlement. In the event that any Pre-funded Warrants are not eligiblefor, or it is no longer necessary to have the Pre-funded Warrants available in, book-entry form, then the Company may instruct the WarrantAgent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the global certificate, and the Companywill instruct the Warrant Agent to deliver to DTC separate Warrant certificates as requested through the DTC system.

Priorto due presentment for registration of transfer of any Pre-funded Warrants, the Company and the Warrant Agent may deem and treat theperson in whose name that Pre-funded Warrants will be registered on the Warrant register (the “holder”) as the absolute ownerof such Pre-funded Warrants for purposes of any exercise thereof, and for all other purposes, and neither the Company nor the Pre-fundedWarrants Agent will be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein will prevent the Company,the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorizationfurnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any Pre-funded Warrants. The rights ofbeneficial owners in a Pre-funded Warrants evidenced by the global certificate will be exercised by the holder or a participant throughthe DTC system, except to the extent set forth herein or in the global certificate.

Aholder whose interest in a global warrant is a beneficial interest in a global warrant held in book-entry form through DTC (or anotherestablished clearing corporation performing similar functions), will effect exercises by delivering to DTC (or such other clearing corporation,as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC(or such other clearing corporation, as applicable)

BeneficialOwnership Exercise Limitation

Eachholder of the Pre-funded Warrants will be subject to a requirement that they will not have the right to exercise the Warrants to theextent that, after giving effect to such exercise, such holder (together with its affiliates) would beneficially own in excess of 4.99%(subject to increase at the option of the holder to 9.99% upon 61 days’ prior written notice) of the shares of our common stockoutstanding immediately after giving effect to such exercise

WarrantAgent

ThePre-funded Warrants will be issued in registered form under separate pre-funded warrant agent agreements (each a “Pre-funded WarrantAgent Agreement”) between us and our warrant agent, Direct Transfer, LLC (the “Warrant Agent”). The material provisionsof the Pre-funded Warrants are set forth herein, and a copy of each of the Pre-funded Warrant Agent Agreements are filed with the SECas an exhibit to the registration statement of which this prospectus forms a part.

Underwriter’sWarrant

Theregistration statement of which this prospectus is a part also registers for sale warrants to purchase up to _____ shares of common stockto the representative of the underwriters as a portion of the underwriting compensation payable to the underwriters in connection withthis Offering. The Underwriter’s Warrants will be exercisable at any time and from time to time, in whole or in part, during the24 month period at a price per share equal to 125.0% of the public offering price per share of common stock at the Offering. Please see“Underwriting – Underwriter’s Warrants” for a description of these warrants.

Effectof Certain Provisions of our Charter and Bylaws and the Delaware Anti-Takeover Statute

Certainprovisions of Delaware law, our certificate of incorporation and our bylaws contain provisions that could have the effect of delaying,deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, may have the effectof discouraging coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage personsseeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protectionof our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposalto acquire us because negotiation of these proposals could result in an improvement of their terms.

Nocumulative voting

TheDelaware General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of directorsunless our certificate of incorporation provides otherwise. Our certificate of incorporation and bylaws prohibit cumulative voting inthe election of directors.

Undesignatedpreferred stock

Theability to authorize undesignated preferred stock makes it possible for our board of directors to issue one or more series of preferredstock with voting or other rights or preferences that could impede the success of any attempt to change control. These and other provisionsmay have the effect of deferring hostile takeovers or delaying changes in control or management of our company.

Callingof special meetings of stockholders

Ourcharter documents provide that a special meeting of stockholders may be called only by resolution adopted by our board of directors,chairman of the board of directors or chief executive officer or upon the written request of stockholders owning at least 33.3% of theoutstanding common stock. Stockholders owning less than such required amount may not call a special meeting, which may delay the abilityof our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action,including the removal of directors.

Requirementsfor advance notification of stockholder nominations and proposals

Ourbylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors,other than nominations made by or at the direction of the board of directors or a committee of the board of directors. However, our bylawsmay have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. These provisionsmay also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate ofdirectors or otherwise attempting to obtain control of our company.

Section203 of the Delaware General Corporation Law

Uponcompletion of this offering, we will be subject to the provisions of Section 203 of the Delaware General Corporation Law. In general,Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interestedstockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, unless the businesscombination is approved in a prescribed manner. Under Section 203, a business combination between a corporation and an interested stockholderis prohibited unless it satisfies one of the following conditions:

Section203 defines a business combination to include:

Ingeneral, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding votingstock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.

Choiceof Forum

Ourcertificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chanceryof the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii)any action asserting a claim of breach of a fiduciary duty owed by our directors, officers or other employees to us or to our stockholders,(iii) any action asserting a claim against us or any director, officer or other employee arising pursuant to any provision of the DelawareGeneral Corporation Law, our certificate of incorporation or bylaws or (iv) any action asserting a claim governed by the internal affairsdoctrine, in all cases to the fullest extent permitted by law and subject to the court having personal jurisdiction over the indispensableparties named as defendants; provided that these provisions of our certificate of incorporation will not apply to suits brought to enforcea duty or liability created by the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. Our certificateof incorporation further provides that the federal district courts of the United States of America will be the exclusive forum for resolvingany complaint asserting a cause of action arising under the Securities Act, unless we consent in writing to the selection of an alternativeforum.

Limitationsof Liability and Indemnification

Section145 of the Delaware General Corporation Law (the “DGCL”) provides for, under certain circumstances, the indemnification ofour officers, directors, employees and agents against liabilities that they may incur in such capacities. A summary of the circumstancesin which such indemnification provided for is contained herein.

Ingeneral, the statute provides that any director, officer, employee or agent of a corporation may be indemnified against expenses (includingattorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in a proceeding (includingany civil, criminal, administrative or investigative proceeding) to which the individual was a party by reason of such status. Such indemnitymay be provided if the indemnified person’s actions resulting in the liabilities: (i) were taken in good faith; (ii) were reasonablybelieved to have been in or not opposed to our best interest; and (iii) with respect to any criminal action, such person had no reasonablecause to believe the actions were unlawful. Unless ordered by a court, indemnification generally may be awarded only after a determinationof independent members of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the stockholdersthat the applicable standard of conduct was met by the individual to be indemnified.

Thestatutory provisions further provide that to the extent a director, officer, employee or agent is wholly successful on the merits orotherwise in defense of any proceeding to which he was a party, he is entitled to receive indemnification against expenses, includingattorneys’ fees, actually and reasonably incurred in connection with the proceeding.

Indemnificationin connection with a proceeding by us or in our right in which the director, officer, employee or agent is successful is permitted onlywith respect to expenses, including attorneys’ fees actually and reasonably incurred in connection with the defense. In such actions,the person to be indemnified must have acted in good faith, in a manner believed to have been in our best interest and must not havebeen adjudged liable to us unless and only to the extent that the Court of Chancery or the court in which such action or suit was broughtshall determine upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such personis fairly and reasonably entitled to indemnity for such expense which the Court of Chancery or such other court shall deem proper. Indemnificationis otherwise prohibited in connection with a proceeding brought on our behalf in which a director is adjudged liable to us, or in connectionwith any proceeding charging improper personal benefit to the director in which the director is adjudged liable for receipt of an improperpersonal benefit.

Delawarelaw authorizes us to reimburse or pay reasonable expenses incurred by a director, officer, employee or agent in connection with a proceedingin advance of a final disposition of the matter. Such advances of expenses are permitted if the person furnishes to us a written agreementto repay such advances if it is determined that he is not entitled to be indemnified by us.

Thestatutory section cited above further specifies that any provisions for indemnification of or advances for expenses does not excludeother rights under our certificate of incorporation, bylaws, resolutions of our stockholders or disinterested directors, or otherwise.These indemnification provisions continue for a person who has ceased to be a director, officer, employee or agent of the corporationand inure to the benefit of the heirs, executors and administrators of such persons.

Thestatutory provision cited above also grants us the power to purchase and maintain insurance policies that protect any director, officer,employee or agent against any liability asserted against or incurred by him in such capacity arising out of his status as such. Suchpolicies may provide for indemnification whether or not the corporation would otherwise have the power to provide for it.

OurCertificate of Incorporation provides that to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended,a director of our company shall not be personally liable to our company or its stockholders for monetary damages for breach of fiduciaryduty as a director.

Ourbylaws provide that each person who was or is made a party to, or is threatened to be made a party to, or is involved in any action,suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a directoror officer of our company or is or was serving at the request of our company as a director, officer, employee, or agent of another corporationor of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether thebasis of such proceeding is alleged action in an official capacity as such director, officer, employee, or agent, or in any other capacitywhile serving as such director, officer, employee, or agent, shall be indemnified and held harmless by our company to the fullest extentpermitted by the DGCL, as the same exists or may hereafter be amended, against all expense, liability, and loss (including attorneys’fees, judgments, fines, other expenses and losses, amounts paid or to be paid in settlement, and excise taxes or penalties arising underthe Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith, and suchindemnification shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefitof his or her heirs, executors, and administrators.

Insofaras indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling uspursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is againstpublic policy as expressed in the Act and is, therefore, unenforceable.

ExchangeListing

Ourcommon stock is listed for trading on the Nasdaq Capital Market under the symbol “AEI.”

TransferAgent and Registrar

Thetransfer agent and registrar for our common stock is Direct Transfer, LLC, Raleigh, North Carolina.

UNDERWRITING

AegisCapital Corp. (“Aegis) is acting as the representative of the underwriters of the offering. We have entered into an underwritingagreement dated     , 2021, with Aegis. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to theunderwriters named below and the underwriters named below have agreed to purchase, at the public offering price less the underwritingdiscounts and commissions set forth on the cover page of this prospectus, the following number of shares of our common stock and Pre-fundedWarrants:

Theunderwriters are committed to purchase all the shares of common stock and the Pre-funded Warrants offered by us other than those coveredby the option to purchase additional shares described below, if they purchase any shares. The obligations of the underwriters may beterminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement,the underwriters’ obligations are subject to customary conditions, representations and warranties contained in the underwritingagreement, such as receipt by the underwriters of officers’ certificates and legal opinions.

Wehave agreed to indemnify the underwriters against specified liabilities, including liabilities under the Securities Act of 1933, as amended,and to contribute to payments the underwriters may be required to make in respect thereof.

Theunderwriters are offering the common stock and the Pre-funded Warrants, subject to prior sale, when, as and if issued to and acceptedby them, subject to approval of legal matters by their counsel and other conditions specified in the underwriting agreement. The underwritersreserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Theunderwriters propose to offer the common stock and the Pre-funded Warrants offered by us to the public at the public offering price setforth on the cover of this prospectus. In addition, the underwriters may offer some of the common stock and/or the Pre-funded Warrantsto other securities dealers at such price less a concession of $[     ] per share or Pre-funded Warrant. After the initial offering, thepublic offering price and concession to dealers may be changed.

Discountsand Commissions. The following table shows the public offering price, underwriting discount, non-accountable underwriters’expense allowance and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the underwritersof their over-allotment option.

Asadditional compensation to the representative, upon consummation of this offering, we will issue to the representative or its designeeswarrants to purchase an aggregate number of shares of our common stock equal to 3% of the number of shares of common stock issued inthis offering, at an exercise price per share equal to 125% of the public offering price (the “Underwriter Warrants”). TheUnderwriter Warrants and the underlying shares of common stock will not be exercised, sold, transferred, assigned, or hypothecated orbe the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic dispositionof the Underwriter Warrants by any person for a period of 180 days from the effective date of the registration statement for this offeringin accordance with FINRA Rule 5110. The Underwriter Warrants will expire 24 months from issuance. In addition, the Underwriter Warrantprovides for registration rights and customary anti-dilution provisions (for stock dividends and splits and recapitalizations) consistentwith FINRA Rule 5110.

Wehave also agreed to pay all expenses relating to the offering, including (a) all filing fees and expenses relating to the registrationof the shares to be sold in the offering (including shares sold upon exercise of the underwriters’ over-allotment option) withthe Commission; (b) all FINRA Public Offering filing fees; (c) all fees and expenses relating to the listing of the Company’s equityor equity-linked securities on an Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification ofthe Securities under the “blue sky” securities laws of such states and other jurisdictions as underwriters may reasonablydesignate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s“blue sky” counsel, which will be underwriter’s counsel) unless such filings are not required in connection with theCompany’s proposed Exchange listing; (e) all fees, expenses and disbursements relating to the registration, qualification or exemptionof the shares under the securities laws of such foreign jurisdictions as underwriters may reasonably designate; (f) the costs of allmailing and printing of the offering documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of shares from theCompany to underwriters; and (h) the fees and expenses of the Company’s accountants.

Weestimate that the total expenses of the offering, excluding underwriting discount and non-accountable expense allowance, will be approximately$266,629.

Over-AllotmentOption

Wehave granted the underwriters an over-allotment option. This option, which is exercisable for up to 45 days after the date of this prospectus,permits the underwriters to purchase additional shares of common stock and or Pre-funded Warrants, representing 15% of the common stocksold in the offering (including the overallotment option). If the underwriters exercise all or part of this option, they will purchaseshares of common stock covered by the option at the public offering price that appears on the cover page of this prospectus, less theunderwriting discount. The purchase price to be paid per Pre-funded Warrant shall be equal to the public offering price of the sharesof common stock minus $0.01.

Stabilization

Inaccordance with Regulation M under the Exchange Act, the underwriters may engage in activities that stabilize, maintain or otherwiseaffect the price of our common stock, including short sales and purchases to cover positions created by short positions, stabilizingtransactions, syndicate covering transactions, penalty bids and passive market making.

Theseactivities may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline inthe market price of our common stock. As a result of these activities, the price of our common stock may be higher than the price thatmight otherwise exist in the open market. These transactions may be effected on Nasdaq or otherwise and, if commenced, may be discontinuedat any time.

Neitherwe nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactionsdescribed above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representationthat the Representative will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinuedwithout notice.

OfferingPrice Determination

Thepublic offering price was negotiated between the representative and us. In determining the public offering price of our common stock,the representative considered:

Indemnification

Wehave agreed to indemnify Aegis, its affiliates and each person controlling Aegis against any losses, claims, damages, judgments, assessments,costs, and other liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arisingout of the offering, undertaken in good faith.

DiscretionaryAccounts

Theunderwriters have informed us that they do not expect to make sales to accounts over which they exercise discretionary authority in excessof 5% of the shares of our common stock being offered in this offering.

Lock-UpAgreements

Weand all of our directors and executive officers have agreed that, for a period of one (1) year and ninety (90) days, respectively, afterthe date of the offering, subject to certain limited exceptions, not to directly or indirectly, without the prior written consent ofAegis, (a) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or anysecurities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (b) file or caused to be filedany registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securitiesconvertible into or exercisable or exchangeable for shares of capital stock of the Company.

Theprior sentence will not apply to (i) the shares to be sold pursuant to the Underwriting Agreement, (ii) any shares of common stock issuedupon the exercise of an option or other security outstanding on the date of the Offering, (iii) such issuances of options or grants ofrestricted stock or other equity-based awards under the Company’s 2018 Incentive Compensation Plan and the issuance of shares issuableupon exercise of any such equity-based awards, (iv) the filing of registration statements on Form S-8, (v) the issuance of securitiesto affiliates and subsidiaries of the Company, and, (vi) the issuance of securities in connection with mergers, acquisitions, joint ventures,licensing arrangements or any other similar non-capital raising transactions.

Aegis,in its sole discretion, may release the common stock and other securities subject to the lock-up agreements described above in wholeor in part at any time. When determining whether or not to release common stock and other securities from lock-up agreements, Aegis willconsider, among other factors, the holder’s reasons for requesting the release, the number of shares of common stock and othersecurities for which the release is being requested and market conditions at the time.

OtherRelationships

Aegismay in the future provide us and our affiliates with investment banking and financial advisory services for which Aegis may in the futurereceive customary fees. Aegis may release, or authorize us to release, as the case may be, the common stock and other securities subjectto the lock-up agreements described above in whole or in part at any time with or without notice.

Inconnection with our initial public offering, on November 23, 2020, we entered into an underwriting agreement with Aegis pursuant to whichwe paid Aegis an aggregate of $1,360,800 in commissions and non-accountable expenses. In addition, we issued Aegis warrants to purchase108,000 shares of our common stock at an exercise price of $9.80 per share.

OnMay 10, 2021, we entered into an underwriting agreement with Aegis pursuant to which we paid Aegis an aggregate of $2,480,000 in commissionsand non-accountable expenses. On June 17, 2021, we paid Aegis approximately $317,626 in commissions and non-accountable expenses in connectionwith exercise of the overallotment option.

Offerrestrictions outside the United States

Otherthan in the United States, no action has been taken by us or the underwriter that would permit a public offering of the securities offeredby this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not beoffered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection withthe offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will resultin compliance with the applicable rules and regulations of that jurisdiction. Persons who come into possession of this prospectus areadvised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus.This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus inany jurisdiction in which such an offer or a solicitation is unlawful.

ElectronicDistribution

Aprospectus in electronic format may be made available on the websites maintained by one or more of the underwriters or selling groupmembers, if any, participating in the offering. The Representative may allocate a number of shares to the underwriters and selling groupmembers, if any, for sale to their online brokerage account holders. Any such allocations for online distributions will be made by therepresentative on the same basis as other allocations.

Listing

Ourcommon stock listed on the Nasdaq Capital Market under the symbol “AEI.”

TransferAgent and Registrar

Thetransfer agent and registrar for our common stock is Direct Transfer, LLC, Raleigh, North Carolina.

INDEMNIFICATIONFOR SECURITIES ACT LIABILITIES

Section145 of the Delaware General Corporation Law, as amended, authorizes us to indemnify any director or officer under certain prescribedcircumstances and subject to certain limitations against certain costs and expenses, including attorney’s fees actually and reasonablyincurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which a personis a party by reason of being one of our directors or officers if it is determined that such person acted in accordance with the applicablestandard of conduct set forth in such statutory provisions. Our certificate of incorporation contains provisions relating to the indemnificationof director and officers and our bylaws extend such indemnities to the full extent permitted by Delaware law. We may also purchase andmaintain insurance for the benefit of any director or officer, which may cover claims for which we could not indemnify such persons.

Insofaras indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling uspursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is againstpublic policy as expressed in the Act and is, therefore, unenforceable.

LEGALMATTERS

SichenziaRoss Ference LLP, New York, New York, as our counsel, will pass upon the validity of the issuance of the shares of our common stock beingoffered by this prospectus. The firm owns 10,000 shares of our common stock. Kaufman & Canoles, P.C., Richmond, Virginia, is actingas counsel for the underwriter in connection with this offering.

EXPERTS

Theconsolidated financial statements of the Company as of December 31, 2020 incorporated by reference in this registration statement havebeen so included in reliance on the report of Briggs & Veselka Co., an independent registered public accounting firm, appearing elsewhereherein and in this registration statement, given on the authority of said firm as experts in auditing and accounting.

Theconsolidated financial statements of the Company as of December 31, 2019 incorporated by reference in this registration statement havebeen so included in reliance on the report of Rosenberg Rich Baker Berman, P.A., an independent registered public accounting firm, appearingelsewhere herein and in this registration statement, given on the authority of said firm as experts in auditing and accounting.

Theconsolidated financial statements American Pacific Bancorp, Inc. as of December 31, 2020 incorporated by reference in this registrationstatement have been so included in reliance on the report of Lo and Kwong C.P.A. & Co, an independent registered public accountingfirm, appearing elsewhere herein and in this registration statement, given on the authority of said firm as experts in auditing and accounting.

WHEREYOU CAN FIND MORE INFORMATION

Wehave filed with the SEC a registration statement on Form S-1 (including the exhibits, schedules and amendments to the registration statement)under the Securities Act with respect to the shares of our common stock offered by this prospectus. This prospectus does not containall the information set forth in the registration statement. For further information with respect to us and the shares of our commonstock to be sold in this offering, we refer you to the registration statement. Statements contained in this prospectus as to the contentsof any contract, agreement or other documents to which we make reference are not necessarily complete. In each instance, we refer youto the copy of such contract, agreement or other document filed as an exhibit to the registration statement.

Weare subject to the reporting and information requirements of the Exchange Act and, as a result, we file annual, quarterly and currentreports, and other information with the SEC. You may read and copy this information at the Public Reference Room of the SEC located at100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the PublicReference Room. Copies of all or any part of the registration statement may be obtained from the SEC’s offices upon payment offees prescribed by the SEC. The SEC maintains an internet site that contains periodic and current reports, information statements andother information regarding issuers that file electronically with the SEC. The address of the SEC’s website is http://www.sec.gov.

Wewill provide a copy of our annual report to stockholders, including our audited consolidated financial statements, at no charge uponwritten request sent to Alset EHome International Inc., 4800 Montgomery Lane, Suite 210, Bethesda, Maryland 20814. Our corporate websiteis located at www.alsetehomeintl.com. The information on, or that can be accessed through, our website is not incorporated by referenceinto this prospectus and should not be considered to be a part of this prospectus.

6,533,575Shares

of

CommonStock

and

Pre-fundedWarrants

PROSPECTUS

July23, 2021

AegisCapital Corp.

Until            , 2021 (25 days after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participatingin this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to delivera prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PARTII

INFORMATIONNOT REQUIRED IN PROSPECTUS

Item13. Other Expenses of Issuance and Distribution

Thefollowing table sets forth the costs and expenses, other than underwriting commissions and the underwriter’s unaccountable expenseallowance, to be paid in connection with the sale of the shares of common stock being registered, all of which we will pay. All amounts,other than the SEC registration fee, and the FINRA filing fee are estimates.

Item14. Indemnification of Directors and Officers

Section145 of the Delaware General Corporation Law (the “DGCL”) provides for, under certain circumstances, the indemnification ofour officers, directors, employees and agents against liabilities that they may incur in such capacities. A summary of the circumstancesin which such indemnification provided for is contained herein.

Ingeneral, the statute provides that any director, officer, employee or agent of a corporation may be indemnified against expenses (includingattorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in a proceeding (includingany civil, criminal, administrative or investigative proceeding) to which the individual was a party by reason of such status. Such indemnitymay be provided if the indemnified person’s actions resulting in the liabilities: (i) were taken in good faith; (ii) were reasonablybelieved to have been in or not opposed to our best interest; and (iii) with respect to any criminal action, such person had no reasonablecause to believe the actions were unlawful. Unless ordered by a court, indemnification generally may be awarded only after a determinationof independent members of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the stockholdersthat the applicable standard of conduct was met by the individual to be indemnified.

Thestatutory provisions further provide that to the extent a director, officer, employee or agent is wholly successful on the merits orotherwise in defense of any proceeding to which he was a party, he is entitled to receive indemnification against expenses, includingattorneys’ fees, actually and reasonably incurred in connection with the proceeding.

Indemnificationin connection with a proceeding by us or in our right in which the director, officer, employee or agent is successful is permitted onlywith respect to expenses, including attorneys’ fees actually and reasonably incurred in connection with the defense. In such actions,the person to be indemnified must have acted in good faith, in a manner believed to have been in our best interest and must not havebeen adjudged liable to us unless and only to the extent that the Court of Chancery or the court in which such action or suit was broughtshall determine upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such personis fairly and reasonably entitled to indemnity for such expense which the Court of Chancery or such other court shall deem proper. Indemnificationis otherwise prohibited in connection with a proceeding brought on our behalf in which a director is adjudged liable to us, or in connectionwith any proceeding charging improper personal benefit to the director in which the director is adjudged liable for receipt of an improperpersonal benefit.

Delawarelaw authorizes us to reimburse or pay reasonable expenses incurred by a director, officer, employee or agent in connection with a proceedingin advance of a final disposition of the matter. Such advances of expenses are permitted if the person furnishes to us a written agreementto repay such advances if it is determined that he is not entitled to be indemnified by us.

Thestatutory section cited above further specifies that any provisions for indemnification of or advances for expenses does not excludeother rights under our certificate of incorporation, bylaws, resolutions of our stockholders or disinterested directors, or otherwise.These indemnification provisions continue for a person who has ceased to be a director, officer, employee or agent of the corporationand inure to the benefit of the heirs, executors and administrators of such persons.

Thestatutory provision cited above also grants us the power to purchase and maintain insurance policies that protect any director, officer,employee or agent against any liability asserted against or incurred by him in such capacity arising out of his status as such. Suchpolicies may provide for indemnification whether or not the corporation would otherwise have the power to provide for it.

OurCertificate of Incorporation provides that to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended,a director of our company shall not be personally liable to our company or its stockholders for monetary damages for breach of fiduciaryduty as a director.

Ourbylaws provide that each person who was or is made a party to, or is threatened to be made a party to, or is involved in any action,suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a directoror officer of our company or is or was serving at the request of our company as a director, officer, employee, or agent of another corporationor of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether thebasis of such proceeding is alleged action in an official capacity as such director, officer, employee, or agent, or in any other capacitywhile serving as such director, officer, employee, or agent, shall be indemnified and held harmless by our company to the fullest extentpermitted by the DGCL, as the same exists or may hereafter be amended, against all expense, liability, and loss (including attorneys’fees, judgments, fines, other expenses and losses, amounts paid or to be paid in settlement, and excise taxes or penalties arising underthe Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith, and suchindemnification shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefitof his or her heirs, executors, and administrators.

Atpresent, we do not maintain directors’ and officers’ liability insurance in order to limit the exposure to liability forindemnification of directors and officers, including liabilities under the Securities Act of 1933; however, we are in the process ofobtaining such insurance.

Item15. Recent Sales of Unregistered Securities

OnOctober 1, 2018, we issued a total of 10,000,000 shares of our common stock as follows:

OnNovember 27, 2020, the Company issued 10,000 shares of its common stock for legal services rendered.

OnJanuary 19, 2021, the Company issued 10,000 shares of its common stock for public relations services.

Effectiveas of March 12, 2021, the Company into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Mr. ChanHeng Fai, True Partners International Limited, LVD and 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) 1,000,000shares of LVD’s common stock, constituting all of the issued and outstanding stock of LVD; (iii) 62,122,908 ordinary shares inTrue Partners Capital Holding Limited (“True Partner”); and (iv) 4,775,523 shares of APB’s Class B common stock, representing82.7% of the total issued and outstanding common stock of APB. The four acquisitions set forth in the Securities Purchase Agreement closedon March 12, 2021. The Company issued four convertible notes to Chan Heng Fai as follows: (i) a convertible note in the amount of $28,363,966for warrants to purchase 1,500,000,000 shares of Alset International; (ii) a convertible note in the amount of $173,394.87 to acquireall 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 sharesof 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 becameconvertible into shares of the Company’s common stock following the approval of the Company’s shareholders. Following shareholderapproval, each note became 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 convertiblenote matures in three years, has an interest rate of 2% per annum and the principal amount and accrued but unpaid interest shall be payableon the maturity date, subject to the conversion of each convertible note.

OnMay 3, 2021, the Company entered into a Loan and Exchange Agreement with Chan Heng Fai pursuant to which he loaned the Company his sharesof common stock of the Company by exchanging 6,380,000 shares of common stock which he owned for an aggregate of 6,380 shares of theCompany’s newly designated Series A Convertible Preferred Stock.

OnMay 12, 2021, the Company entered into an Exchange Agreement with Chan Heng Fai, effective May 13, 2021, pursuant to which he exchanged$13,000,000 in principal amount under a $28,363,966 convertible promissory note in exchange for 2,132 shares of the Company’s newlydesignated Series B Preferred Stock.

OnJune 14, 2021, the Company issued an entity owned by Chan Heng Fai 6,380,000 shares of common stock upon the automatic conversion ofall 6,380 outstanding shares of the Company’s Series A Convertible Preferred Stock.

OnJune 14, 2021, the Company issued Chan Heng Fai 2,132,000 shares of common stock upon the automatic conversion of all 2,132 outstandingshares of the Company’s Series B Convertible Preferred Stock.

OnJune 14, 2021, the Company issued Chan Heng Fai an aggregate of 9,163,966 shares of common stock upon the automatic conversion in fullof four outstanding promissory notes.

Theshares of our common stock issued in each of the foregoing transactions were not registered under the Securities Act of 1933 in relianceupon the exemption from registration provided by Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any publicoffering.

Item16. Exhibits and Financial Statement Schedules

(a)Exhibits

Theexhibits listed in the following Exhibit Index are filed as part of this Registration Statement.

*Filed herewith.

Unlessotherwise indicated, each exhibit set forth above has been filed.

(b)Financial Statement Schedules

None.

Item17. Undertakings

TheRegistrant hereby undertakes:

(a)That, for purposes of determining any liability under the Act, the information omitted from the form of prospectus filed as part of thisRegistration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1)or (4) or 497(h) under the Act shall be deemed to be part of this Registration Statement as of the time it was declared effective;

(b)That, for the purpose of determining any liability under the Act, each post-effective amendment that contains a form of prospectus shallbe deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at thattime shall be deemed to be the initial bona fide offering thereof; and

(c)Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of theregistrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commissionsuch indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim forindemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officeror controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officeror controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel thematter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnificationby it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d)That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual reportpursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefitplan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in thisRegistration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offeringof such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuantto the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signedon its behalf by the undersigned, thereunto duly authorized, in the City of Bethesda, State of Maryland, on July 23, 2021.

POWERSOF ATTORNEY

Eachof the undersigned officers and directors of Alset EHome International, Inc., a Delaware corporation, hereby constitutes and appointsChan Heng Fai , Lui Wai Leung Alan and Rongguo Wei and each of them, severally, as his or her attorney-in-fact and agent, with full powerof substitution and resubstitution, in his or her name and on his or her behalf, to sign in any and all capacities this registrationstatement and any and all amendments (including post-effective amendments) and exhibits to this registration statement and any and allapplications and other documents relating thereto, with the Securities and Exchange Commission, with full power and authority to performand do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed ordone in connection with any or all of the above described matters, as fully as each of the undersigned could do if personally presentand acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuantto the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons inthe capacities and on the dates indicated.