SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*


SHARING SERVICES GLOBAL Corp
(Name of Issuer)


COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)


819536103
(CUSIP Number)


Chan Heng Fai
9 Temasek Boulevard #16-04, Suntec Tower Two
Singapore, U0, 038989
011 65 6333 9181
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/31/2025
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




SCHEDULE 13D/A
CUSIP No.
819536103


1 Name of reporting person

Heng Fai Ambrose Chan
2 Check the appropriate box if a member of a Group (See Instructions)

☒  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 40,360.00
8 Shared Voting Power: 4,266,999.00
9 Sole Dispositive Power: 40,360.00
10 Shared Dispositive Power: 4,266,999.00
11 Aggregate amount beneficially owned by each reporting person

4,266,999.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

96 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Mr. Heng Fai Ambrose Chan; Heng Fai Holdings Limited; Alset Inc.; HWH International Inc.; Alset International Limited; and Global Biomedical Pte. Ltd. are members of a group for the purpose of this Schedule 13D. The figure set forth above includes (i) 86 shares held by Heng Fai Holdings Limited; (ii) 2,550,305 shares held by Alset Inc. (including debt of the Issuer which may be converted into 2,500,000 shares of the Issuer's common stock); (iii) debt and warrants of the Issuer held by HWH International Inc., which may be converted into 1,636,906 shares of the Issuer; (iv) 30,524 shares held by Alset International Limited; (v) 8,904 shares held by Global Biomedical Pte. Ltd.; and (vi) 39,650 shares held by Mr. Chan personally. 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 of HWH International Inc.; (iv) the group Chief Executive Officer of Alset International Limited; and (v) 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 owned by such entities, and can exercise common control over the voting powers of these shares of the Issuer. This percentage is calculated based upon 309,652 outstanding shares of the Issuer as of March 31, 2025.


SCHEDULE 13D/A
CUSIP No.
819536103


1 Name of reporting person

Heng Fai Holdings Limited
2 Check the appropriate box if a member of a Group (See Instructions)

☒  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 86.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 86.00
11 Aggregate amount beneficially owned by each reporting person

86.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

0 %
14 Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Mr. Heng Fai Ambrose Chan; Heng Fai Holdings Limited; Alset Inc.; HWH International Inc.; Alset International Limited; and Global Biomedical Pte. Ltd. are members of a group for the purpose of this Schedule 13D. Mr. Heng Fai Ambrose Chan is the sole director and sole shareholder of Heng Fai Holdings Limited, accordingly, due to his interest in, and control over Heng Fai Holdings Limited, Mr. Chan indirectly holds beneficial interest in shares of the Issuer owned by Heng Fai Holdings Limited, and can exercise common control over the voting powers of these shares of the Issuer. This percentage is calculated based upon 309,652 outstanding shares of the Issuer as of March 31, 2025.


SCHEDULE 13D/A
CUSIP No.
819536103


1 Name of reporting person

Alset Inc.
2 Check the appropriate box if a member of a Group (See Instructions)

☒  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 4,226,639.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 4,226,639.00
11 Aggregate amount beneficially owned by each reporting person

4,226,639.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

95.1 %
14 Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Mr. Heng Fai Ambrose Chan; Heng Fai Holdings Limited; Alset Inc.; HWH International Inc.; Alset International Limited; and Global Biomedical Pte. Ltd. are members of a group for the purpose of this Schedule 13D. Comprises (i) 2,550,305 shares held by Alset Inc. (including debt of the Issuer convertible into 2,500,000 shares of the Issuer's common stock); (ii) debt and warrants of the Issuer held by HWH International Inc. convertible into 1,636,906 shares of the Issuer; (iii) 30,524 shares held by Alset International Limited; and (iv) 8,904 shares held by Global Biomedical Pte. Ltd. Alset Inc. has voting and dispositive control over HWH International Inc., Alset International Limited and Global Biomedical Pte. Ltd. This percentage is calculated based upon 309,652 outstanding shares of the Issuer as of March 31, 2025.


SCHEDULE 13D/A
CUSIP No.
819536103


1 Name of reporting person

HWH International Inc.
2 Check the appropriate box if a member of a Group (See Instructions)

☒  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 1,636,906.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 1,636,906.00
11 Aggregate amount beneficially owned by each reporting person

1,636,906.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

84.1 %
14 Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Mr. Heng Fai Ambrose Chan; Heng Fai Holdings Limited; Alset Inc.; HWH International Inc.; Alset International Limited; and Global Biomedical Pte. Ltd. are members of a group for the purpose of this Schedule 13D. Comprises debt and warrants of the Issuer held by HWH International Inc. convertible into 1,636,906 shares of the Issuer's common stock. This percentage is calculated based upon 309,652 outstanding shares of the Issuer as of March 31, 2025.


SCHEDULE 13D/A
CUSIP No.
819536103


1 Name of reporting person

Alset International Limited
2 Check the appropriate box if a member of a Group (See Instructions)

☒  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 39,428.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 39,428.00
11 Aggregate amount beneficially owned by each reporting person

39,428.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

12.7 %
14 Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Mr. Heng Fai Ambrose Chan; Heng Fai Holdings Limited; Alset Inc.; HWH International Inc.; Alset International Limited; and Global Biomedical Pte. Ltd. are members of a group for the purpose of this Schedule 13D. Comprises (i) 30,524 shares held by Alset International Limited, and (ii) 8,904 shares held by Global Biomedical Pte. Ltd. Alset International Limited has voting and dispositive control over Global Biomedical Pte. Ltd. This percentage is calculated based upon 309,652 outstanding shares of the Issuer as of March 31, 2025.


SCHEDULE 13D/A
CUSIP No.
819536103


1 Name of reporting person

Global Biomedical Pte. Ltd.
2 Check the appropriate box if a member of a Group (See Instructions)

☒  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 8,904.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 8,904.00
11 Aggregate amount beneficially owned by each reporting person

8,904.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

2.8 %
14 Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Mr. Heng Fai Ambrose Chan; Heng Fai Holdings Limited; Alset Inc.; HWH International Inc.; Alset International Limited; and Global Biomedical Pte. Ltd. are members of a group for the purpose of this Schedule 13D. This percentage is calculated based upon 309,652 outstanding shares of the Issuer as of March 31, 2025.



SCHEDULE 13D/A

Item 1.Security and Issuer
(a) Title of Class of Securities:

COMMON STOCK, $0.0001 PAR VALUE
(b) Name of Issuer:

SHARING SERVICES GLOBAL Corp
(c) Address of Issuer's Principal Executive Offices:

5200 TENNYSON PKWY #400, PLANO, TEXAS , 75024.
Item 2.Identity and Background
(a)
Heng Fai Ambrose Chan
(b)
9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038989
(c)
Chief Executive Officer - Alset International Limited
(d)
None.
(e)
None.
(f)
Singapore
Item 3.Source and Amount of Funds or Other Consideration
 
The information set forth in Item 4 hereof is incorporated by reference in its entirety into this Item 3.
Item 4.Purpose of Transaction
 
On March 31, 2025, HWH International Inc. ("HWH") entered into a securities purchase agreement with the Issuer, pursuant to which the Issuer issued a convertible promissory note to HWH in the amount of $150,000, the indebtedness thereunder being convertible into the Issuer's common stock at $0.80 per share at HWH's option until maturity of the convertible note three (3) years from the date of the securities purchase agreement. Further, the Issuer granted HWH warrants exercisable into 937,500 shares of SHRG's common stock, the exercise period of the warrants being three (3) years from the date of the securities purchase agreement at an exercise price of $0.85 per share. Mr. Heng Fai Ambrose Chan ("Mr. Chan") serves on, and is the Chairman of, the Issuer's Board of Directors, Mr. Chan is also: (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 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. 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. These discussions may be with respect to (i) acquiring or disposing of the shares of Common Stock or other securities of the Issuer; (ii) maintaining or changing the Issuer's business, operations, governance, management, strategy or capitalization; or (iii) implementing transactions that may relate to or may result in any matter set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. Additionally, the Reporting Persons may acquire additional securities of the Issuer through open market transactions, privately negotiated transactions or other methods. Except as described in Item 6 and this Item 4 and any plans or proposals that may from time to time be discussed or considered by the directors of the Issuer, including Mr. Chan in his fiduciary capacity as a director of the Issuer, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in in paragraphs (a) through (j) of Item 4 of Schedule 13D. 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.
Item 5.Interest in Securities of the Issuer
(a)
The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 309,652 shares of Common Stock outstanding as of March 31, 2025, as reported by the Issuer to the Reporting Persons. The percentages of beneficial ownership were determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended. Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 4 and incorporated herein by reference.
(b)
The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 309,652 shares of Common Stock outstanding as of March 31, 2025, as reported by the Issuer to the Reporting Persons. The percentages of beneficial ownership were determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended. Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 4 and incorporated herein by reference.
(c)
On March 31, 2025, HWH International Inc. ("HWH") entered into a securities purchase agreement with the Issuer, pursuant to which the Issuer issued a convertible promissory note to HWH in the amount of $150,000, the indebtedness thereunder being convertible into the Issuer's common stock at $0.80 per share at HWH's option until maturity of the convertible note three (3) years from the date of the securities purchase agreement. Further, the Issuer granted HWH warrants exercisable into 937,500 shares of SHRG's common stock, the exercise period of the warrants being three (3) years from the date of the securities purchase agreement at an exercise price of $0.85 per share. Mr. Heng Fai Ambrose Chan serves on, and is the Chairman of, the Issuer's Board of Directors, Mr. Chan is also: (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 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 owned by such entities, and can exercise common control over the voting powers of these shares of the Issuer.
(d)
Not applicable.
(e)
Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
The information set forth in Item 4 hereof is incorporated by reference in its entirety into this Item 6. Other than the relationship as set out in Item 4 hereof, there are no other contracts, arrangements, understandings or relationships with respect to the Issuer's securities, among the Reporting Persons.
Item 7.Material to be Filed as Exhibits.
 
Exhibit 99.1 - Joint Filing Agreement dated January 28, 2025

    SIGNATURE 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Heng Fai Ambrose Chan
 Signature:/s/ Heng Fai Ambrose Chan
 Name/Title:Heng Fai Ambrose Chan/An individual
 Date:04/02/2025
 
Heng Fai Holdings Limited
 Signature:/s/ Heng Fai Ambrose Chan
 Name/Title:Heng Fai Ambrose Chan, Director
 Date:04/02/2025
 
Alset Inc.
 Signature:/s/ Heng Fai Ambrose Chan
 Name/Title:Heng Fai Ambrose Chan/Chief Executive Officer
 Date:04/02/2025
 
HWH International Inc.
 Signature:/s/ Rongguo Wei
 Name/Title:Rongguo Wei/Chief Financial Officer
 Date:04/02/2025
 
Alset International Limited
 Signature:/s/ Heng Fai Ambrose Chan
 Name/Title:Heng Fai Ambrose Chan/Chief Executive Officer
 Date:04/02/2025
 
Global Biomedical Pte. Ltd.
 Signature:/s/ Heng Fai Ambrose Chan
 Name/Title:Heng Fai Ambrose Chan/Director
 Date:04/02/2025

 

Exhibit 99.1

 

AGREEMENT TO FILE JOINT SCHEDULE 13D

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of the common stock of Sharing Services Global Corporation, a Nevada corporation.  The undersigned hereby further agree that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.

 

Dated: January 28, 2025 /s/ Heng Fai Ambrose Chan
  Name: Heng Fai Ambrose Chan
     
Dated: January 28, 2025 Heng Fai Holdings Limited
     
  By:  /s/ Heng Fai Ambrose Chan
  Name: Heng Fai Ambrose Chan
  Title: Director
     
Dated: January 28, 2025 Alset Inc.
     
  By:  /s/ Heng Fai Ambrose Chan
  Name: Heng Fai Ambrose Chan
  Title: Chairman and Chief Executive Officer
     
Dated: January 28, 2025 Alset International Limited
     
  By:  /s/ Heng Fai Ambrose Chan
  Name: Heng Fai Ambrose Chan
  Title: Chairman and Chief Executive Officer
     
Dated: January 28, 2025 Global Biomedical Pte. Ltd.
     
  By:  /s/ Heng Fai Ambrose Chan
  Name: Heng Fai Ambrose Chan
  Title: Director

 

 

Dated: January 28, 2025 HWH International Inc.
   
  By:  /s/ Rongguo Wei
  Name: Rongguo Wei
  Title: Chief Financial Officer