Form 4: SHRG Issues $70K Convertible Note to HWH International

SHARING SERVICES GLOBAL Corp issued a $70,000 convertible promissory note to HWH International Inc., convertible at $0.006 per share.

Summary

• SHARING SERVICES GLOBAL Corp (SHRG) issued a convertible promissory note to HWH International Inc. (HWH) for $70,000.
• The note is convertible into SHRG's common stock at a price of $0.006 per share at HWH's option.
• The convertible note was issued on September 17, 2025, and matures three years from its issuance date, on September 17, 2028.
• Mr. Chan Heng Fai Ambrose, a Director and 10% Owner of SHRG, is the Chairman, CEO, and majority stockholder of Alset Inc., and Chairman of HWH International Inc., which is a majority-owned subsidiary of Alset Inc.
• Mr. Chan has dispositive control over the securities of SHRG owned by HWH International Inc.

Sentiment

Score: 4

Explanation: While the company secured funding, the extremely low conversion price of $0.006 per share suggests a very low valuation and significant potential dilution for existing shareholders, which is a negative signal.

Positives

• SHARING SERVICES GLOBAL Corp secured $70,000 in financing through the issuance of a convertible promissory note.

Negatives

• The conversion price of $0.006 per share is very low, indicating a potentially significant dilution for existing shareholders if the note is converted.
• The transaction involves a related party, HWH International Inc., which is controlled by Mr. Chan Heng Fai Ambrose, a Director and 10% Owner of SHRG.

Risks

• Potential significant dilution for existing shareholders if HWH International Inc. exercises its option to convert the $70,000 note into common stock at $0.006 per share.
• The low conversion price suggests a low valuation of the company's common stock at the time of the note issuance, which could reflect underlying business challenges or a distressed financing scenario.

Future Outlook

The future outlook includes the potential conversion of the $70,000 promissory note into common stock at HWH International Inc.'s option, which could lead to an increase in outstanding shares.

Industry Context

Convertible notes are a common financing instrument, particularly for smaller or developing companies, allowing them to raise capital with deferred equity dilution. The low conversion price, however, is notable and often seen in companies with significant capital needs or lower market valuations.

Related Party Transactions

• The convertible promissory note was issued to HWH International Inc., which is a majority-owned subsidiary of Alset Inc.
• Mr. Chan Heng Fai Ambrose, a Director and 10% Owner of SHRG, is the Chairman, CEO, and majority stockholder of Alset Inc., and Chairman of HWH International Inc., giving him dispositive control over the securities.

Stakeholder Impact

• Existing shareholders face potential dilution if the convertible note is exercised at the low conversion price of $0.006 per share.
• HWH International Inc. and its ultimate beneficial owner, Mr. Chan Heng Fai Ambrose, will increase their ownership stake in SHRG upon conversion.

Next Steps

• HWH International Inc. may choose to convert the promissory note into SHRG common stock at any time until the maturity date of September 17, 2028.

Key Dates

Keywords

Convertible Note, SHRG, HWH International, Alset Inc., Chan Heng Fai Ambrose, Insider Transaction, Capital Raise, Promissory Note, Equity Financing, Dilution