SCHEDULE: Alset CEO Adjusts Stake, Maintains 90% Ownership

Alset Inc.'s Chairman and CEO, Heng Fai Ambrose Chan, reported recent share transactions, including a significant sale, while maintaining a dominant 90% beneficial ownership stake.

Summary

• Heng Fai Ambrose Chan, Chairman and CEO of Alset Inc., beneficially owns 35,198,409 shares of common stock, representing 90.0% of the class.
• This ownership percentage is based on 39,119,745 shares of common stock outstanding as of September 16, 2025.
• HFE Holdings Limited, an entity where Mr. Chan has sole voting and investment power, holds 3,875,506 shares, accounting for 9.9% of the class.
• On August 18, 2025, Mr. Chan acquired 33,000 shares of Alset Inc. common stock at a weighted average purchase price of $1.2887 per share.
• On September 12, 2025, Mr. Chan sold 500,000 shares of Alset Inc. common stock at a weighted average sale price of $2.672 per share.
• On July 23, 2025, Mr. Chan converted an $83,000,000 Convertible Note into 27,666,667 restricted shares of Alset Inc. common stock.
• The securities were acquired for investment purposes only, and Mr. Chan has no present plans or proposals for corporate actions.

Sentiment

Score: 4

Explanation: While the CEO maintains an exceptionally high ownership stake (90%), the recent significant sale of 500,000 shares by the insider could be viewed as a negative signal, outweighing the smaller acquisition and past debt conversion in terms of immediate sentiment impact.

Positives

• Heng Fai Ambrose Chan maintains a substantial 90.0% beneficial ownership in Alset Inc., indicating strong alignment with shareholder interests and confidence in the company's future.
• The conversion of an $83,000,000 Convertible Note into 27,666,667 restricted shares on July 23, 2025, reduced the company's debt burden and strengthened its equity position.
• Mr. Chan acquired 33,000 shares on August 18, 2025, demonstrating continued investment in the company, albeit a smaller transaction compared to the sale.

Negatives

• Heng Fai Ambrose Chan sold a significant block of 500,000 shares on September 12, 2025, at a weighted average price of $2.672 per share. This insider sale could be interpreted negatively by the market, potentially signaling a lack of conviction or a need for personal liquidity.

Risks

• No specific risks are explicitly mentioned in the filing beyond the general statement that the Reporting Person may, at any time, review or reconsider its positions with respect to the Issuer and formulate plans or proposals, but has no present intention of doing so.

Future Outlook

No present plans or proposals that relate to or would result in any corporate actions such as mergers, liquidations, or changes in the board of directors. The Reporting Person may, at any time, review or reconsider its positions but has no present intention of doing so.

Management Comments

• "All of the Issuer's securities owned by the Reporting Person have been acquired for investment purposes only."
• "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."

Industry Context

This Schedule 13D filing is a routine regulatory disclosure required when an individual or group acquires beneficial ownership of more than 5% of a company's stock, or when a significant change in ownership occurs. It provides transparency regarding insider holdings and intentions, which is crucial for market participants assessing corporate control and management alignment.

Comparison to Industry Standards

• NA

Legal Proceedings

• No legal proceedings are disclosed in the filing.

Related Party Transactions

• Heng Fai Ambrose Chan, as Chairman and CEO, is a related party. His acquisition of 33,000 shares and subsequent sale of 500,000 shares are considered related party transactions.
• The conversion of an $83,000,000 Convertible Note held by Mr. Chan into 27,666,667 restricted shares on July 23, 2025, is also a related party transaction.

Stakeholder Impact

• Shareholders: The significant sale by the CEO may raise concerns about management's outlook or personal liquidity needs, potentially impacting investor confidence and share price. However, the CEO's continued dominant ownership (90%) still signals strong alignment.
• Creditors: The conversion of the $83,000,000 Convertible Note into equity reduces the company's debt, which is generally positive for creditors as it strengthens the balance sheet.

Next Steps

• No specific future actions, events, or milestones are mentioned in this filing.

Key Dates

Recommendation

The filing presents mixed signals. On one hand, the Chairman and CEO, Heng Fai Ambrose Chan, maintains an exceptionally high beneficial ownership of 90%, indicating strong long-term commitment and alignment with shareholder interests. The prior conversion of a substantial convertible note into equity also strengthened the company's balance sheet. On the other hand, the recent sale of 500,000 shares by the CEO, while a small percentage of his total holdings, is a notable insider divestment that could be interpreted negatively by the market. Without further financial or operational context, a 'hold' recommendation is appropriate, advising investors to monitor future developments and broader company performance.

Keywords

Alset Inc., Heng Fai Ambrose Chan, Schedule 13D, beneficial ownership, insider transactions, CEO stake, common stock, share sale, convertible note