SCHEDULE: Sharing Services Global: Chan Group Boosts Stake to 99.7%

Heng Fai Ambrose Chan and affiliated entities have increased their beneficial ownership in Sharing Services Global Corp to 99.7% through convertible debt.

Summary

• Heng Fai Ambrose Chan and a group of affiliated entities (Heng Fai Holdings Limited, Alset Inc., HWH International Inc., Alset International Limited, and Global Biomedical Pte. Ltd.) collectively beneficially own 59,266,999 shares of Sharing Services Global Corp, representing 99.7% of the common stock.
• This beneficial ownership includes shares from convertible debt and warrants held by HWH International Inc. (56,636,906 shares) and Alset Inc. (2,500,000 shares from debt).
• The Issuer issued a $200,000 convertible promissory note to HWH International Inc. on October 6, 2025, convertible at $0.006 per share with a three-year maturity.
• Another $70,000 convertible promissory note was issued to HWH International Inc. on September 17, 2025, also convertible at $0.006 per share with a three-year maturity.
• Mr. Chan exercises common control over the voting powers of these shares due to his leadership roles in the affiliated entities.
• The percentage of beneficial ownership is stated to be calculated based on 309,652 outstanding shares of the Issuer as of October 7, 2025.

Sentiment

Score: 3

Explanation: While the capital injection is a positive, the extremely high concentration of ownership, potential for massive dilution at a very low conversion price, and the ambiguity in share count figures present significant concerns for minority shareholders and overall market perception. The company appears to be under the near-complete control of one group, which limits public investor appeal.

Positives

• Significant commitment from a major shareholder group, led by Heng Fai Ambrose Chan, through additional investment via convertible notes.
• The issuance of convertible notes provides capital to Sharing Services Global Corp.
• Consolidation of control by a single group may lead to more streamlined decision-making and strategic alignment.

Negatives

• The extremely high beneficial ownership (99.7%) by the reporting group suggests a very limited public float, potentially impacting liquidity and minority shareholder influence.
• The low conversion price of $0.006 per share for the convertible notes indicates significant potential dilution for existing shareholders if converted, especially given the stated outstanding shares of 309,652.
• The discrepancy in the filing regarding the total outstanding shares used for percentage calculation (309,652 vs. implied ~59.4 million for 99.7%) creates ambiguity regarding the true dilution impact and market capitalization.

Risks

• Dilution Risk: Conversion of the $270,000 in promissory notes at $0.006 per share would result in 45,000,000 new shares, significantly diluting existing shareholders.
• Control Concentration: The reporting group's near-complete beneficial ownership (99.7%) means minority shareholders have virtually no influence over company decisions, operations, or strategic direction.
• Liquidity Risk: A very small public float due to concentrated ownership can lead to low trading volume and difficulty for investors to buy or sell shares.
• Strategic Uncertainty: The reporting persons explicitly state they may engage in discussions regarding changes to the Issuer's business, operations, governance, management, strategy, or capitalization, introducing potential for significant shifts.

Future Outlook

The reporting persons intend to review their investment based on various factors including the Issuer's business, financial condition, and market conditions. They may acquire additional securities or engage in discussions regarding changes to the Issuer's business, operations, governance, management, strategy, or capitalization.

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 ownership and control in a publicly traded company, which is unusual for a healthy, widely held public company. Such high concentration of ownership often occurs in micro-cap companies, companies undergoing restructuring, or those transitioning towards private ownership. The low conversion price suggests the company's valuation is very low.

Comparison to Industry Standards

• The beneficial ownership of 99.7% by a single group is exceptionally high compared to typical public companies, where institutional and retail investors hold a diversified stake. For example, large-cap companies like Apple or Microsoft have no single entity holding more than 10% of shares.
• This level of control is more akin to a privately held entity or a company on the verge of being taken private, rather than a standard publicly traded corporation.
• The issuance of convertible notes at $0.006 per share is indicative of a company with a very low share price and potentially distressed financial situation, as such low conversion prices are rare in more established companies.

Corporate Governance

Related Party Transactions

• The Issuer issued two convertible promissory notes totaling $270,000 to HWH International Inc., an entity controlled by Heng Fai Ambrose Chan, who is also a key figure in the Issuer's beneficial ownership group.

Stakeholder Impact

• Shareholders (Minority): Significant dilution risk from convertible notes, minimal influence on corporate decisions due to concentrated ownership, and potential for low stock liquidity.
• Shareholders (Reporting Group): Increased control and investment in the company, positioning them to dictate strategic direction.
• Creditors: The convertible notes represent debt, which could impact the company's debt-to-equity ratio if not converted.
• Management: Existing management (if not part of the reporting group) would operate under the strong influence or direct control of the reporting group.

Next Steps

• Reporting Persons may acquire additional securities of the Issuer through open market or privately negotiated transactions.
• Reporting Persons may engage in discussions with the Issuer's Board, management, or other stockholders regarding changes to the Issuer's business, operations, governance, management, strategy, or capitalization.
• The convertible promissory notes will mature in three years from their respective issuance dates (September 17, 2028, and October 6, 2028).

Key Dates

Recommendation

The filing reveals an extremely high concentration of ownership (99.7%) by a single group, effectively making the company a controlled entity with minimal public float. This severely limits liquidity and the influence of minority shareholders. The issuance of convertible notes at an exceptionally low conversion price of $0.006 per share poses a substantial dilution risk, indicating a potentially distressed valuation or a strategy to consolidate ownership at a very low cost. The internal inconsistencies in the filing regarding the outstanding share count further add to the uncertainty and lack of transparency. For a seasoned investor, these factors point to a highly unfavorable investment environment for public shareholders, making a "strong sell" recommendation appropriate due to the lack of control, high dilution risk, and poor market characteristics.

Keywords

Sharing Services Global Corp, Schedule 13D, Beneficial Ownership, Heng Fai Ambrose Chan, Convertible Notes, HWH International Inc., Alset Inc., Shareholder Control, Dilution, Corporate Governance