SCHEDULE: Major Shareholder Boosts Stake in Sharing Services Global Corp

An investor group led by Heng Fai Ambrose Chan increased its beneficial ownership in Sharing Services Global Corp to 99.9% through convertible debt and warrants.

Summary

• An investor group, including Heng Fai Ambrose Chan, Heng Fai Holdings Limited, Alset Inc., HWH International Inc., Alset International Limited, and Global Biomedical Pte. Ltd., reported an aggregate beneficial ownership of 131,767,623 shares in SHARING SERVICES GLOBAL Corp.
• This represents 99.9% of the Issuer's common stock, calculated based on 309,652 outstanding shares as of March 24, 2026.
• The beneficial ownership includes 40,274 shares held by Mr. Chan personally, 86 shares by Heng Fai Holdings Limited, 2,550,305 shares by Alset Inc. (including debt convertible into 2,500,000 shares), 129,136,906 shares from debt and warrants held by HWH International Inc., 30,524 shares by Alset International Limited, and 8,904 shares by Global Biomedical Pte. Ltd.
• On February 4, 2026, the Issuer issued a $125,000 convertible promissory note to HWH International Inc., convertible into common stock at $0.006 per share.
• Mr. Chan, through his various leadership roles, exercises common control over the voting powers of the shares held by these entities.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a significant consolidation of control by a key investor group, which could provide stability and strategic direction but also raises concerns about minority shareholder influence and potential dilution given the low conversion price.

Positives

• A significant investor group, led by Mr. Heng Fai Ambrose Chan, demonstrates strong commitment by increasing its beneficial ownership to 99.9%.
• The issuance of a $125,000 convertible promissory note to HWH International Inc. provides capital to the Issuer.

Negatives

• The extremely high concentration of ownership (99.9%) by a single group could significantly limit public float and liquidity for other shareholders.
• The conversion price of $0.006 per share for the new convertible note is very low, potentially indicating a low valuation for the company or significant dilution for existing minority shareholders upon conversion.

Risks

• Potential for significant dilution of existing shareholders if the convertible debt and warrants held by the reporting persons are fully converted into common stock.
• The reporting persons may seek to influence or change the Issuer's business, operations, governance, management, strategy, or capitalization.
• The reporting persons may acquire or dispose of additional securities, which could impact the stock price.

Future Outlook

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

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

StockSavvy.ai notes that such a high concentration of ownership by a single group, especially through convertible instruments, is common in micro-cap or distressed companies where a strategic investor takes a dominant position to recapitalize or restructure the entity. This can signal either a strong belief in future turnaround or a move towards private control.

Comparison to Industry Standards

• The beneficial ownership of 99.9% by a single group is exceptionally high compared to typical public companies, where institutional and retail investors hold a more diversified stake.
• The conversion price of $0.006 per share is significantly below typical market prices for most publicly traded companies, suggesting a very low valuation or a deep discount offered to the strategic investor.

Corporate Governance

Related Party Transactions

• The Issuer issued a $125,000 convertible promissory note to HWH International Inc.
• Mr. Heng Fai Ambrose Chan is the Chief Executive Officer and Chairman of the Board of Directors of HWH International Inc., indicating a related party transaction.

Stakeholder Impact

• Shareholders: Existing minority shareholders face potential significant dilution due to the conversion of debt and warrants at a very low price. The high concentration of ownership by the reporting group may reduce their influence and liquidity.
• Creditors: The issuance of a convertible note adds to the company's debt, though its convertibility offers a path to equity.
• Management/Board: The reporting persons explicitly state their intent to engage in discussions regarding changes to management, operations, and strategy, indicating potential shifts in leadership or strategic direction.

Next Steps

• The reporting persons intend to review their investment in the Issuer from time to time.
• They may engage in discussions with the Issuer's Board, management, or other stockholders regarding various strategic matters.
• They may acquire additional securities through open market or privately negotiated transactions, or dispose of existing shares.

Key Dates

Recommendation

The filing reveals an overwhelming concentration of beneficial ownership (99.9%) by a single investor group led by Mr. Heng Fai Ambrose Chan, largely through convertible debt and warrants at a very low conversion price. While this signals strong commitment and potential for strategic direction, it also implies significant future dilution for existing minority shareholders and limited public float. A seasoned investor would likely hold to monitor how the controlling group intends to leverage its dominant position and whether any strategic initiatives will unlock value for all shareholders, or if the company is effectively being taken private through these mechanisms.

Keywords

SHARING SERVICES GLOBAL Corp, Schedule 13D, beneficial ownership, convertible note, Heng Fai Ambrose Chan, Alset Inc., HWH International Inc., corporate control, shareholder stake, dilution, equity financing