Sec Form 13D Filing - Heng Fai Ambrose Chan filing for Sharing Services Global Corporation (SHRG) - 2025-01-28

9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038989

Chief Executive Officer - Alset International Limited

None.

None.

Singapore

The information set forth in Item 4 hereof is incorporated by reference in its entirety into this Item 3.

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.

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.

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.

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 Delaw are 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.

Not applicable.

Not applicable.

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.

Exhibit 99.1 - Joint Filing Agreement dated January 28, 2025