SCHEDULE: Major Shareholder Boosts Stake in Sharing Services Global Corp

Heng Fai Ambrose Chan and his affiliated entities have significantly increased their beneficial ownership in Sharing Services Global Corp through recent convertible note issuances.

Summary

• Heng Fai Ambrose Chan and his group of entities now beneficially own 110,934,290 shares of SHARING SERVICES GLOBAL Corp, representing 99.8% of the common stock.
• This ownership includes shares held directly by Mr. Chan and his controlled entities, as well as shares convertible from debt and warrants.
• The beneficial ownership percentage is calculated based on 309,652 currently outstanding shares, plus the shares from the conversion of instruments held by the reporting group, resulting in a significantly larger total share count.
• Recent transactions include the issuance of three convertible promissory notes to HWH International Inc. (an entity controlled by Mr. Chan) totaling $310,000.
• These notes are convertible into common stock at $0.006 per share and mature three years from their respective issuance dates.
• The reporting persons may engage in discussions with the Issuer's board, management, or other stockholders regarding various strategic and operational matters, including further acquisitions or dispositions of securities.

Sentiment

Score: 2

Explanation: The filing indicates a significant consolidation of control and substantial potential dilution for existing public shareholders due to convertible debt issued at a very low price, suggesting financial distress or a highly undervalued company. While new capital was raised, the terms are highly unfavorable to non-insider shareholders.

Positives

• The company secured $310,000 in financing through convertible promissory notes, providing capital infusion.
• Significant financial commitment from a major shareholder group, indicating a strong belief in the company's long-term prospects by the controlling party.

Negatives

• The conversion of these notes, along with existing convertible instruments held by the reporting group, will lead to massive dilution for existing public shareholders not part of the controlling group, as the beneficial ownership percentage for the group is nearly 100% when fully converted.
• The conversion price of $0.006 per share for the new notes suggests a very low valuation for the company's common stock, potentially indicating financial distress or a highly undervalued asset.

Risks

• Significant potential for dilution of existing public shareholders if all convertible debt and warrants held by the reporting group are converted into common stock, effectively reducing their ownership to a negligible percentage.
• High concentration of ownership and control by Mr. Heng Fai Ambrose Chan and his affiliated entities (99.8% beneficial ownership), which could limit the influence and rights of other shareholders.
• The low conversion price of $0.006 per share for the newly issued notes indicates potential financial distress or a very low market valuation for the company, posing a risk to current equity holders.

Future Outlook

The reporting persons, led by Mr. Heng Fai Ambrose Chan, intend to review their investment in the Issuer periodically and may engage in discussions with the Issuer's board and management regarding potential changes to the company's business, operations, governance, management, strategy, or capitalization. They also reserve the right to acquire additional securities or dispose of existing holdings.

Management Comments

• 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 and Chief Executive Officer 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.

Industry Context

This filing indicates a significant consolidation of control by a single investor group in a publicly traded company. Such high levels of beneficial ownership and control by a single entity or group are common in micro-cap or distressed companies, where a strategic investor may step in to recapitalize or restructure the business. The low conversion price of the notes suggests the company's market valuation is very low, potentially reflecting challenges within its specific industry segment or broader market conditions.

Related Party Transactions

• Issuance of a $150,000 convertible promissory note to HWH International Inc. on December 10, 2025.
• Issuance of a $40,000 convertible promissory note to HWH International Inc. on January 2, 2026.
• Issuance of a $120,000 convertible promissory note to HWH International Inc. on January 8, 2026.
• HWH International Inc. is controlled by Mr. Heng Fai Ambrose Chan, who is also a beneficial owner of the Issuer, making these related party dealings.

Stakeholder Impact

• Shareholders: Significant potential for massive dilution for existing public shareholders not affiliated with the reporting group due to the conversion of notes at a very low price. The concentration of ownership by Mr. Chan's group (99.8%) means other shareholders will have minimal influence or control.
• Creditors: The issuance of convertible debt adds to the company's liabilities, though conversion would reduce debt in favor of equity, potentially altering the capital structure.
• Management/Board: The reporting group, through Mr. Chan, has substantial control and may influence strategic decisions, potentially leading to changes in management or corporate direction.

Next Steps

• The reporting persons may engage in discussions with the Issuer's Board of Directors, management, or other stockholders regarding the company's business, operations, governance, management, strategy, or capitalization.
• The reporting persons may acquire additional securities of the Issuer or dispose of existing holdings.

Key Dates

Recommendation

The filing reveals a near-complete consolidation of control by Mr. Heng Fai Ambrose Chan and his affiliated entities, reaching 99.8% beneficial ownership. The recent capital raise through convertible notes at an extremely low conversion price of $0.006 per share implies severe dilution for any remaining public shareholders and suggests a distressed valuation for the company. This level of control and dilution significantly diminishes the value and influence of minority shareholders, making the stock a strong sell for those not part of the controlling group.

Keywords

SHARING SERVICES GLOBAL Corp, Schedule 13D, Beneficial Ownership, Convertible Notes, Heng Fai Ambrose Chan, Alset Inc., HWH International Inc., Dilution, Corporate Control, SEC Filing