SCHEDULE: Sharing Services Global Corp: Insider Group Boosts Stake to 99.3%

A group led by Chairman Heng Fai Ambrose Chan has significantly increased its beneficial ownership in Sharing Services Global Corp to 99.3% through convertible debt.

Summary

• Heng Fai Ambrose Chan and his affiliated entities (Heng Fai Holdings Limited, Alset Inc., HWH International Inc., Alset International Limited, Global Biomedical Pte. Ltd.) collectively beneficially own 25,933,666 shares of Sharing Services Global Corp.
• This represents 99.3% of the Issuer's outstanding common stock, based on 309,652 shares outstanding as of September 19, 2025.
• The increase in beneficial ownership is primarily due to the issuance of two convertible promissory notes to HWH International Inc.
• The notes, totaling $130,000, are convertible into common stock at a price of $0.006 per share.
• Mr. Chan holds significant control over the reporting entities and serves as Chairman of the Issuer's Board of Directors.

Sentiment

Score: 3

Explanation: The filing reveals an extremely high concentration of beneficial ownership (99.3%) by a single insider group, coupled with recent convertible debt financing at a very low conversion price ($0.006 per share). While insider commitment can be positive, this level of control and the terms of the financing suggest significant potential dilution for minority shareholders and raise concerns about corporate governance and fair valuation.

Positives

• Strong commitment and continued investment from the controlling shareholder group, led by Chairman Heng Fai Ambrose Chan.
• The company secured $130,000 in financing through convertible promissory notes, providing capital.

Negatives

• Extremely high concentration of beneficial ownership (99.3%) by a single group, potentially limiting minority shareholder influence and liquidity.
• The conversion price of $0.006 per share for the convertible notes is very low, suggesting significant potential dilution for existing shareholders if converted.
• The financing structure through convertible notes to an insider-controlled entity raises questions about fair valuation and terms for non-affiliated shareholders.

Risks

• Significant Shareholder Dilution: Conversion of the promissory notes at $0.006 per share could lead to substantial dilution for existing common stockholders.
• Limited Minority Shareholder Influence: With 99.3% beneficial ownership by a single group, minority shareholders may have minimal influence over corporate decisions.
• Potential Conflicts of Interest: Mr. Chan's multiple roles across the Issuer and the reporting entities (e.g., Chairman of Issuer, CEO of Alset Inc., Chairman of HWH International Inc.) present potential conflicts of interest in transactions like the convertible notes.
• Valuation Concerns: The very low conversion price of $0.006 per share for the convertible debt may indicate a low perceived valuation of the company by insiders or a distressed financial situation.

Future Outlook

The reporting persons, led by Mr. Chan, intend to review their investment periodically and may engage in discussions with the Issuer's board and management regarding acquiring or disposing of securities, changing business operations, governance, management, strategy, or capitalization. They may also acquire additional securities through various methods.

Management Comments

• Mr. Heng Fai Ambrose Chan serves on, and is the Chairman of, the Issuer's Board of Directors.
• The Reporting Persons, either directly or indirectly through Mr. Chan, may engage in discussions from time to time with the Issuer's Board of Directors, the Issuer's management or the Issuer's other stockholders.
• The Reporting Persons intend to review their investment in the Issuer from time to time on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's stock in particular, as well as other developments.

Industry Context

This filing indicates a company undergoing significant insider-led financing and consolidation of ownership. Such high insider control is common in micro-cap or distressed companies where external financing might be difficult to secure, or where insiders are taking a very long-term, hands-on approach to restructuring or developing the business. The very low conversion price suggests a potentially low market valuation or a strategic move by the controlling group to acquire a larger stake at a significant discount.

Comparison to Industry Standards

• The beneficial ownership of 99.3% by a single group is exceptionally high, far exceeding typical institutional or founder ownership in most publicly traded companies, which usually ranges from 5% to 30% for significant control.
• Issuing convertible debt to an insider-controlled entity at a conversion price of $0.006 per share is significantly below typical market rates for publicly traded companies, especially those with a more diversified shareholder base. This suggests either a highly distressed valuation or a strategic move to consolidate ownership at a very low cost, which would be unusual for a healthy, growing company seeking external, arm's-length financing.
• Comparable situations might be found in highly illiquid micro-cap stocks or companies undergoing a 'going private' transaction, where a controlling shareholder seeks to acquire the remaining outstanding shares.

Related Party Transactions

• On June 27, 2025, the Issuer issued a $60,000 convertible promissory note to HWH International Inc.
• On September 17, 2025, the Issuer issued a $70,000 convertible promissory note to HWH International Inc.
• These transactions are considered related party transactions as Mr. Heng Fai Ambrose Chan is the Chairman of the Issuer's Board of Directors and also the Chairman of the Board of Directors of HWH International Inc., and controls HWH International Inc. through Alset Inc.

Stakeholder Impact

• Shareholders: Existing minority shareholders face significant potential dilution from the conversion of the promissory notes at a very low price. Their influence over company decisions is likely minimal due to the 99.3% beneficial ownership by the controlling group.
• Creditors: HWH International Inc. (an insider entity) is now a creditor through the convertible notes, potentially influencing future financial decisions.

Next Steps

• Reporting Persons may acquire additional securities of the Issuer through open market or privately negotiated transactions.
• Reporting Persons may engage in discussions regarding changes to the Issuer's business, operations, governance, management, strategy, or capitalization.
• The convertible notes mature three years from their respective issuance dates (June 27, 2025, and September 17, 2025).

Key Dates

Recommendation

The filing indicates an extremely high concentration of beneficial ownership (99.3%) by an insider group led by Chairman Heng Fai Ambrose Chan, effectively making the company a private entity in all but name. The recent issuance of convertible debt to an insider-controlled entity at a deeply discounted conversion price of $0.006 per share suggests significant potential dilution for any remaining minority shareholders and raises serious concerns about fair valuation and corporate governance. For a seasoned investor, this scenario presents substantial risks, including minimal liquidity, lack of influence, and the potential for further value extraction by the controlling group at the expense of minority interests. The company's public listing status appears to offer little benefit to non-insider shareholders under these conditions.

Keywords

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