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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
SHARING SERVICES GLOBAL Corp (SHRG) (Name of Issuer) |
COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) |
819536103 (CUSIP Number) |
Chan Heng Fai 9 Temasek Boulevard #16-04, Suntec Tower Two Singapore, U0, 038989 011 65 6333 9181 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 819536103 |
| 1 |
Name of reporting person
Heng Fai Ambrose Chan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,111,452.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
93.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Mr. Heng Fai Ambrose Chan; Heng Fai Holdings Limited; Alset Inc.; HWH International Inc.; Alset International Limited; and Global Biomedical Pte. Ltd. are members of a group for the purpose of this Schedule 13D. The figure set forth above includes (i) 86 shares held by Heng Fai Holdings Limited; (ii) 2,550,305 shares held by Alset Inc. (including debt of the Issuer which may be converted into 2,500,000 shares of the Issuer's common stock); (iii) debt and warrants of the Issuer held by HWH International Inc., which may be converted into 511,906 shares of the Issuer; (iv) 30,524 shares held by Alset International Limited; (v) 8,904 shares held by Global Biomedical Pte. Ltd.; and (vi) 9,727 shares held by Mr. Chan personally. Mr. Heng Fai Ambrose Chan is: (i) the sole director and sole shareholder of Heng Fai Holdings Limited; (ii) the Chief Executive Officer and Chairman of the Board of Directors of Alset Inc.; (iii) the Chairman of the Board of Directors of HWH International Inc.; (iv) the group Chief Executive Officer of Alset International Limited; and (v) Director of Global Biomedical Pte. Ltd. Accordingly, due to his interest in, and control over these entities, Mr. Chan indirectly holds beneficial interest in shares of the Issuer owned by such entities, and can exercise common control over the voting powers of these shares of the Issuer. This percentage is calculated based upon 309,652 outstanding shares of the Issuer as of January 28, 2025.
SCHEDULE 13D
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| CUSIP No. | 819536103 |
| 1 |
Name of reporting person
Heng Fai Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
86.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Mr. Heng Fai Ambrose Chan; Heng Fai Holdings Limited; Alset Inc.; HWH International Inc.; Alset International Limited; and Global Biomedical Pte. Ltd. are members of a group for the purpose of this Schedule 13D. Mr. Heng Fai Ambrose Chan is the sole director and sole shareholder of Heng Fai Holdings Limited, accordingly, due to his interest in, and control over Heng Fai Holdings Limited, Mr. Chan indirectly holds beneficial interest in shares of the Issuer owned by Heng Fai Holdings Limited, and can exercise common control over the voting powers of these shares of the Issuer. This percentage is calculated based upon 309,652 outstanding shares of the Issuer as of January 28, 2025.
SCHEDULE 13D
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| CUSIP No. | 819536103 |
| 1 |
Name of reporting person
Alset Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,101,639.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
93.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Mr. Heng Fai Ambrose Chan; Heng Fai Holdings Limited; Alset Inc.; HWH International Inc.; Alset International Limited; and Global Biomedical Pte. Ltd. are members of a group for the purpose of this Schedule 13D. Comprises (i) 2,550,305 shares held by Alset Inc. (including debt of the Issuer convertible into 2,500,000 shares of the Issuer's common stock); (ii) debt and warrants of the Issuer held by HWH International Inc. convertible into 511,906 shares of the Issuer; (iii) 30,524 shares held by Alset International Limited; and (iv) 8,904 shares held by Global Biomedical Pte. Ltd. Alset Inc. has voting and dispositive control over HWH International Inc., Alset International Limited and Global Biomedical Pte. Ltd. This percentage is calculated based upon 309,652 outstanding shares of the Issuer as of January 28, 2025.
SCHEDULE 13D
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| CUSIP No. | 819536103 |
| 1 |
Name of reporting person
HWH International Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
511,906.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
62.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Mr. Heng Fai Ambrose Chan; Heng Fai Holdings Limited; Alset Inc.; HWH International Inc.; Alset International Limited; and Global Biomedical Pte. Ltd. are members of a group for the purpose of this Schedule 13D. Comprises debt and warrants of the Issuer held by HWH International Inc. convertible into 511,906 shares of the Issuer's common stock. This percentage is calculated based upon 309,652 outstanding shares of the Issuer as of January 28, 2025.
SCHEDULE 13D
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| CUSIP No. | 819536103 |
| 1 |
Name of reporting person
Alset International Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
39,428.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Mr. Heng Fai Ambrose Chan; Heng Fai Holdings Limited; Alset Inc.; HWH International Inc.; Alset International Limited; and Global Biomedical Pte. Ltd. are members of a group for the purpose of this Schedule 13D. Comprises (i) 30,524 shares held by Alset International Limited, and (ii) 8,904 shares held by Global Biomedical Pte. Ltd. Alset International Limited has voting and dispositive control over Global Biomedical Pte. Ltd. This percentage is calculated based upon 309,652 outstanding shares of the Issuer as of January 28, 2025.
SCHEDULE 13D
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| CUSIP No. | 819536103 |
| 1 |
Name of reporting person
Global Biomedical Pte. Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,904.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Mr. Heng Fai Ambrose Chan; Heng Fai Holdings Limited; Alset Inc.; HWH International Inc.; Alset International Limited; and Global Biomedical Pte. Ltd. are members of a group for the purpose of this Schedule 13D. This percentage is calculated based upon 309,652 outstanding shares of the Issuer as of January 28, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
COMMON STOCK, $0.0001 PAR VALUE |
| (b) | Name of Issuer:
SHARING SERVICES GLOBAL Corp (SHRG) |
| (c) | Address of Issuer's Principal Executive Offices:
5200 Tennyson Parkway, Suite 400, Plano,
TEXAS
, 75024. |
| Item 2. | Identity and Background |
| (a) | Heng Fai Ambrose Chan |
| (b) | 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038989 |
| (c) | Chief Executive Officer - Alset International Limited |
| (d) | None. |
| (e) | None. |
| (f) | Singapore |
| Item 3. | Source and Amount of Funds or Other Consideration |
The information set forth in Item 4 hereof is incorporated by reference in its entirety into this Item 3. | |
| Item 4. | Purpose of Transaction |
On November 14, 2024, the Issuer entered into a Convertible Promissory Note promising to pay Alset Inc., a Texas corporation, $250,000.00. All amounts due under the Convertible Promissory 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. On March 18, 2024, the Issuer entered into entered into a Convertible Promissory Note promising to pay HWH International Inc., a Delaware corporation, $250,000.00. All amounts due under the Convertible Promissory 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 Alset Inc. 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. On May 9, 2024, the Issuer entered into entered into a Convertible Promissory Note promising to pay HWH International Inc., a Delaware corporation, $250,000.00. All amounts due under the Convertible Promissory 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 International Inc. 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. On June 6, 2024, the Issuer entered into entered into a Convertible Promissory Note promising to pay HWH International Inc., a Delaware corporation, $250,000.00. All amounts due under the Convertible Promissory 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 International Inc. 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. On August 13, 2024, the Issuer entered into entered into a Convertible Promissory Note promising to pay HWH International Inc., a Delaware corporation, $100,000.00. All amounts due under the Convertible Promissory 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 International Inc. 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. On January 21, 2025 Mr. Chan purchased 7,701 shares of the Issuer's common stock at a weighted average purchase price of $1.718 per share. On January 22, 2025, Mr. Chan purchased 553 shares of the Issuer's common stock at a weighted average purchase price of $1.998 per share. On January 23, 2025, Mr. Chan purchased 1,473 shares of the Issuer's common stock at a weighted average purchase price of $2.65 per share. Mr. Heng Fai Ambrose Chan ("Mr. Chan") serves on, and is the Chairman of, the Issuer's Board of Directors, Mr. Chan is also: (i) the sole Director and sole Shareholder of Heng Fai Holdings Limited; (ii) the Chief Executive Officer and Chairman of the Board of Directors of Alset Inc.; (iii) the Chairman of the Board of Directors of HWH International Inc.; (iv) the Group Chief Executive Officer of Alset International Limited; and (v) the Director of Global Biomedical Pte. Ltd. Accordingly, due to his interest in, and control over these entities, Mr. Chan indirectly holds beneficial interest in shares of the Issuer's common stock owned by such entities, and can exercise common control over the voting powers of these shares. The Reporting Persons, either directly or indirectly through Mr. Chan, may engage in discussions from time to time with the Issuer's Board of Directors, the Issuer's management or the Issuer's other stockholders. These discussions may be with respect to (i) acquiring or disposing of the shares of Common Stock or other securities of the Issuer; (ii) maintaining or changing the Issuer's business, operations, governance, management, strategy or capitalization; or (iii) implementing transactions that may relate to or may result in any matter set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. Additionally, the Reporting Persons may acquire additional securities of the Issuer through open market transactions, privately negotiated transactions or other methods. Except as described in Item 6 and this Item 4 and any plans or proposals that may from time to time be discussed or considered by the directors of the Issuer, including Mr. Chan in his fiduciary capacity as a director of the Issuer, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's stock in particular, as well as other developments. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 309,652 shares of Common Stock outstanding as of January 28, 2025, as reported by the Issuer to the Reporting Persons. The percentages of beneficial ownership were determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended. Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 4 and incorporated herein by reference. |
| (b) | The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 309,652 shares of Common Stock outstanding as of January 28, 2025, as reported by the Issuer to the Reporting Persons. The percentages of beneficial ownership were determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended. Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 4 and incorporated herein by reference. |
| (c) | On November 14, 2024, the Issuer entered into a Convertible Promissory Note promising to pay Alset Inc., a Texas corporation, $250,000.00. All amounts due under the Convertible Promissory 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. On March 18, 2024, the Issuer entered into entered into a Convertible Promissory Note promising to pay HWH International Inc., a Delaware corporation, $250,000.00. All amounts due under the Convertible Promissory 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 Alset Inc. 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. On May 9, 2024, the Issuer entered into entered into a Convertible Promissory Note promising to pay HWH International Inc., a Delaware corporation, $250,000.00. All amounts due under the Convertible Promissory 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 International Inc. 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. On June 6, 2024, the Issuer entered into entered into a Convertible Promissory Note promising to pay HWH International Inc., a Delaware corporation, $250,000.00. All amounts due under the Convertible Promissory 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 International Inc. 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. On August 13, 2024, the Issuer entered into entered into a Convertible Promissory Note promising to pay HWH International Inc., a Delaware corporation, $100,000.00. All amounts due under the Convertible Promissory 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 International Inc. 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. On January 21, 2025 Heng Fai Holdings Limited purchased 7,701 shares of the Issuer's common stock at a weighted average purchase price of $1.718 per share. On January 22, 2025, Mr. Chan purchased 553 shares of the Issuer's common stock at a weighted average purchase price of $1.998 per share. On January 23, 2025, Mr. Chan purchased 1,473 shares of the Issuer's common stock at a weighted average purchase price of $2.65 per share. Mr. Heng Fai Ambrose Chan serves on, and is the Chairman of, the Issuer's Board of Directors, Mr. Chan is also: (i) the sole Director and sole Shareholder of Heng Fai Holdings Limited; (ii) the Chief Executive Officer and Chairman of the Board of Directors of Alset Inc.; (iii) the Chairman of the Board of Directors of HWH International Inc.; (iv) the Group Chief Executive Officer of Alset International Limited; and (v) the Director of Global Biomedical Pte. Ltd. Accordingly, due to his interest in, and control over these entities, Mr. Chan indirectly holds beneficial interest in shares of the Issuer owned by such entities, and can exercise common control over the voting powers of these shares of the Issuer. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 4 hereof is incorporated by reference in its entirety into this Item 6. Other than the relationship as set out in Item 4 hereof, there are no other contracts, arrangements, understandings or relationships with respect to the Issuer's securities, among the Reporting Persons. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 - Joint Filing Agreement dated January 28, 2025 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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