[SCHEDULE 13D/A] Alset Inc. SEC Filing

Rhea-AI Filing Summary

Alset Inc. reporting persons Heng Fai Ambrose Chan and HFE Holdings Limited disclosed concentrated ownership of the company’s common stock. Mr. Chan reports beneficial ownership of 35,198,409 shares, representing 90.0% of the outstanding class, while HFE Holdings Limited holds 3,875,506 shares or 9.9%. The filing states Mr. Chan converted an $83,000,000 convertible note into 27,666,667 restricted shares on July 23, 2025. Recent transactions include Mr. Chan acquiring 33,000 shares on August 18, 2025 at a weighted average price of $1.2887 and selling 500,000 shares on September 12, 2025 at a weighted average price of $2.672. The filing states holdings are for investment purposes and no current plans to pursue actions described in Item 4.

Positive

• Material disclosure of a convertible note conversion into 27,666,667 restricted shares, providing clarity on capital structure changes
• Detailed transaction history disclosed for recent buys and sales, including weighted average prices and trade ranges

Negative

• Very high ownership concentration: Mr. Chan beneficially owns 90.0% of the class, severely limiting public float and minority influence
• Potential liquidity constraints for public shareholders due to limited free float after the conversion
• Insider sale of 500,000 shares on September 12, 2025, which is disclosed but may be viewed negatively by some investors

Insights

Financial Analyst

TL;DR: Extremely concentrated insider ownership after conversion of a large note, materially changing the company’s capital structure and free float.

The conversion of an $83 million convertible note into 27,666,667 restricted shares is a material recapitalizing event explicitly disclosed in the filing. Combined with Mr. Chan’s disclosed total beneficial ownership of 35,198,409 shares (90.0% of the class), public float is severely limited, which can greatly affect trading liquidity, market perception, and minority shareholder influence. The recent buy and sale transactions (33,000 shares purchased at ~$1.29 average and 500,000 shares sold at ~$2.672 average) are disclosed and change the short-term trading profile but are small relative to the outstanding balance after conversion. Overall, this is a high-impact ownership disclosure for valuation comparables and liquidity analysis.

Corporate Governance Expert

TL;DR: Insider control concentration raises governance and minority-protection considerations despite stated investment-only intent.

The filing confirms Mr. Chan is Chairman and CEO and has sole voting and dispositive power over shares held directly and via HFE Holdings Limited. Such control concentration, documented at 90.0%, creates potential conflicts of interest and reduces effective oversight by independent shareholders. The statement that there are no present plans to effect change is explicit, but the filer also reserves the right to reconsider positions, which keeps open the possibility of future proposals. From a governance standpoint, investors should note the reduced ability to influence corporate actions given the ownership block described.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 23)

Alset Inc.

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

02115D208

(CUSIP Number)

Heng Fai Ambrose Chan
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)

09/12/2025

(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

CUSIP No. 02115D208

1

Name of reporting person

Heng Fai Ambrose Chan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC 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 35,198,409.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 35,198,409.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

35,198,409.00

12

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

13

Percent of class represented by amount in Row (11)

90.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Includes 3,875,506 shares of common stock held by HFE Holdings Limited, of which Mr. Chan has sole voting and investment power with respect to such shares. Percentage is based upon 39,119,745 shares of common stock outstanding as of September 16, 2025.

SCHEDULE 13D

CUSIP No. 02115D208

1

Name of reporting person

HFE Holdings Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC 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 3,875,506.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,875,506.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,875,506.00

12

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

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Percentage is based upon 39,119,745 shares of common stock outstanding as of September 16, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, Par Value $0.001 Per Share
(b)	Name of Issuer: Alset Inc.
(c)	Address of Issuer's Principal Executive Offices: 4800 Montgomery Lane, Suite 210, Bethesda, MARYLAND , 20814.
Item 2.	Identity and Background
(a)	Heng Fai Ambrose Chan
(b)	9 Temasek Boulevard #14-06, Suntec Tower Two, Singapore 038989
(c)	Chairman and Chief Executive Officer, Alset Inc., 4800 Montgomery Lane Suite 210, Bethesda, MD 20814
(d)	None.
(e)	None.
(f)	Singapore
Item 3.	Source and Amount of Funds or Other Consideration
	On August 18, 2025, Mr. Chan acquired 33,000 shares of the Issuer's common stock at a weighted average purchase price of $1.2887 per share. This transaction was executed in multiple trades at prices ranging from $1.19 to $1.42. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected. On September 12, 2025, Mr. Chan sold 500,000 shares of the Issuer's common stock at a weighted average sale price of $2.672 per share. This transaction was executed in multiple trades at prices ranging from $2.25 to $3.59. The reporting person hereby undertakes to provide, upon request of the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
Item 4.	Purpose of Transaction
	All of the Issuer's securities owned by the Reporting Person have been acquired for investment purposes only. As of the date of this Schedule 13D, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time, review or reconsider its positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but have no present intention of doing so.
Item 5.	Interest in Securities of the Issuer
(a)	35,198,409, 90.0%
(b)	35,198,409
(c)	There were no other transactions effected in the last 60 days by the Reporting Person except for the transactions which are the subject of this Schedule 13D and are described herein and when on July 23, 2025, Mr. Chan converted the entire balance of an $83,000,000 Convertible Note into 27,666,667 restricted shares of the common stock of Alset Inc.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None.
Item 7.	Material to be Filed as Exhibits.
	Joint Filing Agreement, by and between the Reporting Persons, incorporated by reference to Schedule 13D filed with the SEC on February 15, 2022.

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:	Heng Fai Ambrose Chan
Name/Title:	Heng Fai Ambrose Chan/Individual
Date:	09/16/2025

HFE Holdings Limited

Signature:	Heng Fai Ambrose Chan
Name/Title:	Heng Fai Ambrose Chan/Director, HFE Holdings Limited
Date:	09/16/2025

FAQ

How many shares of AEI does Heng Fai Ambrose Chan beneficially own?

The filing states Mr. Chan beneficially owns 35,198,409 shares, representing 90.0% of AEI's common stock.

What was converted into Alset Inc. stock and how many shares resulted?

An $83,000,000 convertible note was converted into 27,666,667 restricted shares on July 23, 2025.

Did the reporting persons trade shares recently and at what prices?

Yes. On August 18, 2025 Mr. Chan acquired 33,000 shares at a weighted average price of $1.2887. On September 12, 2025 he sold 500,000 shares at a weighted average price of $2.672.

What is the stated purpose for these holdings according to the filing?

The filing states all securities were acquired for investment purposes only and the reporting persons have no present plans to pursue the actions listed in Item 4.

What percentage of AEI does HFE Holdings Limited hold?

HFE Holdings Limited is reported to beneficially own 3,875,506 shares, representing 9.9% of the class.