Chan and Alset group lift DSS (DSS) control to 86.8% ownership
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D/A
Rhea-AI Filing Summary
DSS, Inc. received an updated ownership report showing that Heng Fai Ambrose Chan and his affiliated entities now beneficially own 26,464,246 shares and related derivatives, representing 86.8% of DSS common stock. This percentage is based on 10,042,518 shares outstanding as of July 9, 2026.
The position includes a $2,450,000 convertible promissory note issued to Alset International Limited, initially convertible at $0.74 per share, and common stock purchase warrants to buy up to 16,554,055 shares at $0.93 per share expiring on March 26, 2031. These instruments give the Alset group significant additional potential ownership beyond current common shares.
Positive
- None.
Negative
- Highly concentrated control and potential dilution: Heng Fai Ambrose Chan and Alset-related entities report 26,464,246 shares and derivatives (86.8% of DSS), plus a $2,450,000 convertible note and warrants for up to 16,554,055 shares, which could further reduce minority shareholders’ relative influence if converted or exercised.
Insights
Chan and Alset group report an 86.8% DSS stake plus sizable convertible and warrant overhang.
The filing shows Heng Fai Ambrose Chan and Alset-related entities controlling 26,464,246 shares and derivatives, or 86.8% of DSS common stock, based on 10,042,518 shares outstanding as of July 9, 2026. This reflects highly concentrated control.
Key elements are a $2,450,000 convertible promissory note to Alset International Limited, initially convertible at $0.74 per share, and warrants to purchase up to 16,554,055 shares at $0.93 per share expiring in 2031. These instruments could meaningfully increase effective ownership if exercised or converted.
For minority investors, the combination of current control and additional convertible and warrant capacity means governance outcomes will largely depend on decisions by Chan and the Alset entities. Subsequent company disclosures may clarify how and when these instruments are used within DSS’s broader financing strategy.
Key Figures
Chan beneficial ownership: 26,464,246 shares (86.8%)
Shares outstanding: 10,042,518 shares
Alset Inc. beneficial stake: 24,407,472 shares (80.0%)
+5 more
8 metrics
Chan beneficial ownership
26,464,246 shares (86.8%)
Beneficial ownership of DSS common stock as of July 9, 2026
Shares outstanding
10,042,518 shares
DSS common stock outstanding as of July 9, 2026
Alset Inc. beneficial stake
24,407,472 shares (80.0%)
Beneficial ownership via Alset Inc. and subsidiaries
Alset International stake
21,244,809 shares (71.0%)
Beneficial ownership including note and warrants
Convertible note principal
$2,450,000
Convertible promissory note to Alset International Limited
Note conversion price
$0.74 per share
Initial conversion price for $2,450,000 note
Warrants share capacity
16,554,055 shares
Maximum DSS shares purchasable under Alset International warrants
Warrant exercise price
$0.93 per share
Exercise price for 16,554,055-share warrant package expiring March 26, 2031
Key Terms
beneficial ownership, Rule 13d-3, convertible promissory note, common stock purchase warrants, +2 more
6 terms
beneficial ownership financial
"The percentages of beneficial ownership were determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Rule 13d-3 regulatory
"The percentages of beneficial ownership were determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended."
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
convertible promissory note financial
"the Issuer issued a convertible promissory note (the "Convertible Promissory Note") to Alset International Limited in the amount of $2,450,000"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
common stock purchase warrants financial
"the Issuer issued common stock purchase warrants (the "Warrants") to Alset International Limited to purchase up to 16,554,055 shares"
Common stock purchase warrants are tradable instruments that give the holder the right to buy a company’s common shares at a set price before a specified date, like a coupon that lets you purchase stock later at a fixed rate. They matter to investors because they offer a way to gain future upside if the stock rises, but when exercised they increase the number of shares outstanding and can reduce existing shareholders’ ownership and earnings per share.
Schedule 13D regulatory
"If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
percent of class financial
"Percent of class represented by amount in Row (11) 86.8 %"
Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.
FAQ
What ownership stake in DSS does Heng Fai Ambrose Chan now report?
Heng Fai Ambrose Chan reports beneficial ownership of 26,464,246 shares and related derivatives, representing 86.8% of DSS common stock. This percentage is calculated using 10,042,518 DSS shares outstanding as of July 9, 2026, as reported by the company.
What are the key terms of the $2,450,000 DSS convertible promissory note to Alset International?
DSS issued a $2,450,000 convertible promissory note to Alset International Limited on March 26, 2026. It became convertible on June 3, 2026 at $0.74 per share, with an option to exchange into other future convertible instruments on specified terms.
What DSS warrant position does Alset International Limited hold under this filing?
Alset International Limited holds common stock purchase warrants for up to 16,554,055 DSS shares. These warrants were issued on March 26, 2026, became exercisable on June 3, 2026 at an exercise price of $0.93 per share, and expire on March 26, 2031.
How much DSS stock does Alset Inc. beneficially own under this Schedule 13D/A?
Alset Inc. reports beneficial ownership of 24,407,472 DSS shares and related derivatives, equal to 80.0% of the common stock. This includes shares, a $500,000 convertible note initially convertible into 581,395 shares, and interests via its subsidiaries.
What is Global Biomedical Pte. Ltd.’s ownership stake in DSS?
Global Biomedical Pte. Ltd. is shown as beneficially owning 311,634 DSS common shares, representing 3.1% of the company. This percentage is also based on 10,042,518 DSS shares outstanding as of July 9, 2026, as reported in the filing.
What role does Alset International Limited play in DSS’s capital structure?
Alset International Limited beneficially owns 21,244,809 DSS shares and derivatives, or 71.0% of the common stock. Its position includes common shares, the $2,450,000 convertible promissory note, and warrants to purchase up to 16,554,055 additional shares.