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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
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Alset Inc. (Name of Issuer) |
Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) |
02115D208 (CUSIP Number) |
Heng Fai Ambrose Chan 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) |
02/06/2025 (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
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| CUSIP No. | 02115D208 |
| 1 |
Name of reporting person
Heng Fai Ambrose Chan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,648,498.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Includes 319,000 shares of common stock held by HFE Holdings Limited, of which Mr. Chan has sole voting and investment power with respect to such shares. Percentage is based upon 10,735,119 shares of common stock outstanding as of February 10, 2025.
SCHEDULE 13D
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| CUSIP No. | 02115D208 |
| 1 |
Name of reporting person
HFE 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
319,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Percentage is based upon 10,735,119 shares of common stock outstanding as of February 10, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.001 Per Share |
| (b) | Name of Issuer:
Alset Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
4800 Montgomery Lane, Suite 210, Bethesda,
MARYLAND
, 20814. |
| Item 2. | Identity and Background |
| (a) | Heng Fai Ambrose Chan |
| (b) | 9 Temasek Boulevard #14-06, Suntec Tower Two, Singapore 038989 |
| (c) | Chairman and Chief Executive Officer, Alset Inc., 4800 Montgomery Lane Suite 210, Bethesda, MD 20814 |
| (d) | None. |
| (e) | None. |
| (f) | Singapore |
| Item 3. | Source and Amount of Funds or Other Consideration |
On February 6, 2025, Mr. Chan acquired 141,060 shares of the Issuer's common stock at a weighted average purchase price of $0.99 per share. On February 7, 2025, Mr. Chan acquired 150,000 shares of the Issuer's common stock at a weighted average purchase price of $1.03 per share. | |
| Item 4. | Purpose of Transaction |
All of the Issuer's securities owned by the Reporting Person have been acquired for investment purposes only. As of the date of this Schedule 13D, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time, review or reconsider its positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but have no present intention of doing so. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 6,648,498, 61.9% |
| (b) | 6,648,498 |
| (c) | There were no other transactions effected in the last 60 days by the Reporting Person except for the transactions which are the subject of this Schedule 13D and are described herein and when (i) on January 22, 2025, Mr. Chan acquired 50,000 shares of the Issuer's common stock at a weighted average purchase price of $0.85; and when (ii) on January 27, 2025, Mr. Chan acquired 100,000 shares of the Issuer's common stock at a weighted average purchase price of $0.93. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None. | |
| Item 7. | Material to be Filed as Exhibits. |
Joint Filing Agreement, by and between the Reporting Persons, incorporated by reference to Schedule 13D filed with the SEC on February 15, 2022. |
| 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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