Chan Heng Fai Ambrose Form 4 SHARING SERVICES GLOBAL / Heng Fai Ambrose Chan ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Chan Heng Fai Ambrose

(Last) (First) (Middle)

C/O SHARING SERVICES GLOBAL CORPORATION

5200 TENNYSON PARKWAY, SUITE 400

(Street)

PLANO, TX 75024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SHARING SERVICES GLOBAL Corp [ SHRG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Promissory Note	(1)	03/18/2024		P		148,810(1)		03/25/2025(1)	03/18/2027	Common Stock	(1)	$1.68(1)	148,810(1)	I	See footnote(6)
Common Stock Purchase Warrant	(1)	03/18/2024		P		148,810(1)		03/25/2025	03/18/2029	Common Stock	(1)	$1.68(1)	297,620(1)	I	See footnote(6)
Convertible Promissory Note	(2)	05/09/2024		P		89,286(2)		03/25/2025(2)	05/18/2027	Common Stock	(2)	$2.8(2)	386,906(2)	I	See footnote(6)
Convertible Promissory Note	(3)	06/06/2024		P		89,286(3)		03/25/2025(3)	06/06/2027	Common Stock	(3)	$2.8(3)	476,192(3)	I	See footnote(6)
Convertible Promissory Note	(4)	08/13/2024		P		35,714(4)		03/25/2025(4)	08/13/2027	Common Stock	(4)	$2.8(4)	511,906(4)	I	See footnote(6)
Convertible Promissory Note	(5)	11/12/2024		P		2,500,000(5)		03/25/2025(5)	11/12/2026	Common Stock	(5)	$0.1(5)	3,011,906(5)	I	See footnote(6)

1. Name and Address of Reporting Person^*

Chan Heng Fai Ambrose

(Last) (First) (Middle)

C/O SHARING SERVICES GLOBAL CORPORATION

5200 TENNYSON PARKWAY, SUITE 400

(Street)

PLANO, TX 75024

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Alset Inc.

(Last) (First) (Middle)

4800 MONTGOMERY LANGE, SUITE 210

(Street)

BETHESDA, MD 20814

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HWH International Inc.

(Last) (First) (Middle)

4800 MONTGOMERY LANE, SUITE 210

(Street)

BETHESDA, MD 20814

(City) (State) (Zip)

Explanation of Responses:

1. On March 18, 2024, the Issuer entered into a Convertible Promissory Note (the "March Note") promising to pay HWH International Inc., a Delaware corporation ("HWH"), $250,000.00. All amounts due under the March Note may be converted into the common stock of the Issuer at the discretion of the holder. The conversion price is fixed at $1.68 per share. The Issuer and HWH subsequently entered into an amendment to the March Note which set the term of the optional conversion feature of the March Note to be between March 25, 2025, and the maturity of the Note on the third anniversary of its effectiveness, March 18, 2027. As further consideration for the March Note, the Issuer granted HWH a common stock purchase warrant to purchase up to 148,810 shares of the Issuer's common stock at a purchase price of $1.68 per share.

2. On May 9, 2024, the Issuer entered into a Convertible Promissory Note (the "May Note") promising to pay HWH $250,000.00. All amounts due under the May Note may be converted into the common stock of the Issuer at the discretion of the holder. The conversion price is fixed at $2.80 per share. The Issuer and HWH subsequently entered into an amendment to the May Note which set the term of the optional conversion feature of the May Note to be between March 25, 2025, and the maturity of the Note on the third anniversary of its effectiveness, May 9, 2027.

3. On June 6, 2024, the Issuer entered into a Convertible Promissory Note (the "June Note") promising to pay HWH $250,000.00. All amounts due under the June Note may be converted into the common stock of the Issuer at the discretion of the holder. The conversion price is fixed at $2.80 per share. The Issuer and HWH subsequently entered into an amendment to the June Note which set the term of the optional conversion feature of the June Note to be between March 25, 2025, and the maturity of the Note on the third anniversary of its effectiveness, June 6, 2027.

4. On August 13, 2024, the Issuer entered into a Convertible Promissory Note (the "August Note") promising to pay HWH $100,000.00. All amounts due under the August Note may be converted into the common stock of the Issuer at the discretion of the holder. The conversion price is fixed at $2.80 per share. The Issuer and HWH subsequently entered into an amendment to the August Note which set the term of the optional conversion feature of the August Note to be between March 25, 2025, and the maturity of the Note on the third anniversary of its effectiveness, August 13, 2027.

5. On November 12, 2024, the Issuer entered into a Convertible Promissory Note (the "November Note") promising to pay Alset Inc., a Texas corporation, $250,000.00. All amounts due under the November Note may be converted into the common stock of the Issuer at the discretion of the holder. The conversion price is fixed at $0.10 per share. The Issuer and Alset Inc. subsequently entered into an amendment to the November Note which set the term of the optional conversion feature of the November Note to be between March 25, 2025, and the maturity of the Note on the second anniversary of its effectiveness, November 12, 2026.

6. Mr. Chan is the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. Mr. Chan, as indirect beneficial owner, has dispositive control over the securities of the Issuer owned by Alset Inc. Mr. Chan is the Chairman of HWH International Inc., which is a majority-owned subsidiary of Alset Inc. Mr. Chan, as indirect beneficial owner, has dispositive control over the securities of the Issuer owned by HWH International Inc.

	HWH International Inc. /s/ Ronald Wei, Chief Financial Officer	01/28/2025
	Alset Inc. /s/ Chan Heng Fai Ambrose, Chief Executive Officer	01/28/2025
	/s/ Chan Heng Fai Ambrose	01/28/2025
	** Signature of Reporting Person	Date
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