SCHEDULE: DSS Inc. Ownership Update: Alset Group Boosts Stake

Heng Fai Ambrose Chan and affiliated entities report increased beneficial ownership in DSS Inc., holding over 86% through various holdings including convertible notes and warrants.

Summary

• This filing is an amendment to a Schedule 13D, reporting changes in beneficial ownership of DSS Inc. common stock.
• Heng Fai Ambrose Chan, along with Alset Inc., Global Biomedical Pte. Ltd., and Alset International Limited, collectively hold a significant stake.
• The total beneficial ownership reported by Heng Fai Ambrose Chan is 26,464,246 shares, representing 86.8% of the class of securities.
• Alset Inc. beneficially owns 24,407,472 shares, representing 80.0% of the class.
• Global Biomedical Pte. Ltd. beneficially owns 311,634 shares, representing 3.1% of the class.
• Alset International Limited beneficially owns 21,244,809 shares, representing 71.0% of the class.
• These holdings include direct shares, shares held by controlled entities, convertible promissory notes, and common stock purchase warrants.
• A convertible promissory note of $2,450,000 issued to Alset International Limited on March 26, 2026, became convertible on June 3, 2026, at $0.74 per share.
• Common stock purchase warrants were issued to Alset International Limited on March 26, 2026, allowing the purchase of up to 16,554,055 shares at $0.93 per share, exercisable from June 3, 2026, and expiring March 26, 2031.
• The percentages of beneficial ownership are based on 10,042,518 shares of DSS Inc. common stock outstanding as of July 9, 2026.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development due to the significant increase in beneficial ownership and the strategic positioning through convertible notes and warrants, indicating strong investor confidence.

Positives

• Significant increase in beneficial ownership by Heng Fai Ambrose Chan and associated entities, indicating strong conviction in DSS Inc.
• The reporting entities hold substantial convertible notes and warrants, providing potential for further equity increase and upside participation.
• The convertible note offers a favorable conversion price of $0.74 per share, potentially accretive if DSS Inc.'s stock price rises.

Negatives

• The high percentage of ownership by a single reporting person and affiliated entities could limit public float and potentially impact trading liquidity.
• The significant number of warrants outstanding (16,554,055) could lead to substantial dilution if exercised.

Risks

• Potential for significant dilution if all warrants are exercised, impacting existing shareholders.
• The terms of the convertible promissory note allow for exchange into other convertible instruments if DSS Inc. issues them on different terms, which could alter the conversion economics.
• The exercise price of the warrants ($0.93) is higher than the conversion price of the note ($0.74), suggesting different strategic considerations for each instrument.

Future Outlook

The filing details the terms of convertible notes and warrants, indicating potential future share issuances upon conversion or exercise. The conversion price for the note is $0.74 per share, and the exercise price for the warrants is $0.93 per share. The warrants expire on March 26, 2031.

Industry Context

StockSavvy.ai notes that significant increases in beneficial ownership, especially through convertible instruments and warrants, are common in early-stage or turnaround situations where strategic investors aim to gain substantial influence or control. This filing suggests a strong commitment from the Alset group to DSS Inc.

Stakeholder Impact

• Shareholders may experience dilution if the convertible note is converted or warrants are exercised.
• The high concentration of ownership could influence corporate governance decisions and strategic direction of DSS Inc.

Next Steps

• Potential conversion of the $2,450,000 convertible promissory note into shares of DSS Inc. common stock.
• Potential exercise of common stock purchase warrants to acquire up to 16,554,055 shares of DSS Inc. common stock.

Key Dates

Recommendation

The filing indicates a significant increase in beneficial ownership by a related group, which can be a positive signal of conviction. However, the substantial number of convertible instruments and warrants introduces potential future dilution. Without further financial or operational details from DSS Inc., a 'hold' recommendation is prudent, allowing investors to monitor the impact of these ownership changes and potential future share issuances.

Keywords

DSS Inc., Schedule 13D, Beneficial Ownership, Heng Fai Ambrose Chan, Alset Inc., Alset International Limited, Convertible Promissory Note, Warrants, Shareholder, SEC Filing