Heng Fai Chan's 68.2% Stake in DSS; Alset Inc. Holds $500K Convertible Note

Rhea-AI Filing Summary

DSS, Inc. Schedule 13D/A shows that Heng Fai Ambrose Chan and affiliated entities control a majority of the company. Mr. Chan reports beneficial ownership of 6,599,380 shares, representing 68.2% of DSS common stock based on 9,092,518 shares outstanding as of September 2, 2025. Affiliated entities include Alset Inc. (4,542,606 shares, 47.0%), Alset International Limited (1,379,943 shares, 15.2%) and Global Biomedical Pte. Ltd. (311,634 shares, 3.4%). On August 20, 2025, Alset Inc. received a $500,000 convertible promissory note convertible at $0.86 per share. On August 28, 2025, Mr. Chan sold 130,679 shares at an average price of $1.3475, in trades between $1.23 and $1.565.

Positive

• Clear disclosure of beneficial ownership by Heng Fai Ambrose Chan and affiliated entities totaling 68.2% of outstanding shares
• Convertible financing raised: a $500,000 convertible promissory note provides additional capital to the issuer or related parties
• Detailed transaction disclosure including number of shares sold and price ranges for the August 28, 2025 sale

Negative

• High concentration of ownership (68.2%) limits public float and may reduce minority shareholder influence
• Potential dilution from conversion of the $500,000 note into up to 581,395 shares at $0.86 per share
• Related-party complexity: multiple affiliated entities controlled by the same person hold large combined positions, increasing governance risk

Insights

Financial Analyst

TL;DR: A controlling shareholder group holds 68.2% of DSS; a $500,000 convertible note increases potential dilution risk.

The filing documents concentrated ownership by Heng Fai Ambrose Chan and Alset entities, creating effective control over corporate decisions given a 68.2% stake. The August 20, 2025 convertible promissory note to Alset Inc. for $500,000 at a $0.86 conversion price could add up to 581,395 shares if converted, increasing the share count and slightly diluting existing holders. The August 28 share sale of 130,679 shares by Mr. Chan at an average $1.3475 is disclosed but does not materially change control. For investors, the dominant ownership structure is the central governance and control factor.

Corporate Governance Expert

TL;DR: Majority ownership by a single individual and affiliates signals consolidated control and limited public float.

With 68.2% beneficial ownership reported, governance decisions will likely reflect the reporting persons' priorities. The joint filing arrangement is referenced, and multiple entities under common control are disclosed. The convertible note terms provide flexibility to Alset Inc. to convert or exchange for other instruments, which is important for future capital structure changes. No legal proceedings or contested actions are disclosed in this amendment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 22)

DSS, INC.

(Name of Issuer)

Common Stock, par value $0.02 per share

(Title of Class of Securities)

26253C201

(CUSIP Number)

Heng Fai Ambrose Chan
9 Temasek Boulevard #16-04, Suntec Tower,
Singapore, U0, 038989
011 65 6333 9181

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/28/2025

(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. 26253C201

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)

PF

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 6,599,380.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,599,380.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,599,380.00

12

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

13

Percent of class represented by amount in Row (11)

68.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The beneficial ownership of Heng Fai Ambrose Chan includes 6,599,380 shares of the Issuer's common stock, consisting of (a) 1,002,978 shares of common stock held by Heng Fai Holdings Limited, an entity controlled by Heng Fai Ambrose Chan; (b) 1,184,475 shares of common stock held by Heng Fai Ambrose Chan directly; (c) 311,634 shares of common stock held by Global Biomedical Pte. Ltd., a subsidiary of Alset International Limited; (d) 2,581,268 shares of common stock and a convertible promissory note in the amount of $500,000 held by Alset Inc. and initially convertible into 581,395 shares of the Issuer's common stock; and (e) 1,068,309 shares of common stock held by Alset International Limited, a subsidiary of Alset Inc. (2) Based on 9,092,518 shares of the common stock of the Issuer outstanding as of September 2, 2025.

SCHEDULE 13D

CUSIP No. 26253C201

1

Name of reporting person

Alset Inc.

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

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,542,606.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,542,606.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,542,606.00

12

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

13

Percent of class represented by amount in Row (11)

47.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Includes 2,581,268 shares of common stock and a convertible promissory note in the amount of $500,000 held by Alset Inc. and initially convertible into 581,395 shares of the Issuer's common stock; 311,634 shares of common stock held by Global Biomedical Pte. Ltd., a subsidiary of Alset International Limited; and 1,068,309 shares of common stock held by Alset International Limited, a subsidiary of Alset Inc. (2) Based on 9,092,518 shares of the common stock of the Issuer outstanding as of September 2, 2025.

SCHEDULE 13D

CUSIP No. 26253C201

1

Name of reporting person

Global Biomedical Pte. Ltd.

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 311,634.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 311,634.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

311,634.00

12

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

13

Percent of class represented by amount in Row (11)

3.4 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Based on 9,092,518 shares of the common stock of the Issuer outstanding as of September 2, 2025.

SCHEDULE 13D

CUSIP No. 26253C201

1

Name of reporting person

Alset International 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

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,379,943.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,379,943.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,379,943.00

12

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

13

Percent of class represented by amount in Row (11)

15.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Based on 9,092,518 shares of the common stock of the Issuer outstanding as of September 2, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.02 per share
(b)	Name of Issuer: DSS, INC.
(c)	Address of Issuer's Principal Executive Offices: 275 Wiregrass Pkwy, West Henrietta, NEW YORK , 14586.
Item 2.	Identity and Background
(a)	Heng Fai Ambrose Chan
(b)	c/o Alset International Limited, 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038987
(c)	Chairman and Chief Executive Officer, Alset International Limited, 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038987
(f)	Singapore
Item 3.	Source and Amount of Funds or Other Consideration
	On August 20, 2025, the Issuer issued a convertible promissory note to Alset Inc. in the amount of $500,000.00. Under the terms of the convertible promissory note, Alset Inc. may convert outstanding principal and interest into shares of the Issuer's common stock at a conversion price of $0.86 per share, or if while the convertible promissory note is outstanding, the Issuer sells or issues any other convertible instruments on terms that differ from the convertible promissory note, the holder may elect to exchange the convertible promissory note for such convertible instrument based on the convertible promissory note's principal balance plus any accrued but unpaid interest. On August 28, 2025, Mr. Chan sold 130,679 shares of the Issuer's common stock at an average sale price of $1.3475. The shares were sold in multiple trades at prices ranging between $1.23 and $1.565. 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
	On August 20, 2025, the Issuer issued a convertible promissory note to Alset Inc. in the amount of $500,000.00. Under the terms of the convertible promissory note, Alset Inc. may convert outstanding principal and interest into shares of the Issuer's common stock at a conversion price of $0.86 per share, or if while the convertible promissory note is outstanding, the Issuer sells or issues any other convertible instruments on terms that differ from the convertible promissory note, the holder may elect to exchange the convertible promissory note for such convertible instrument based on the convertible promissory note's principal balance plus any accrued but unpaid interest. This Amendment No. 22 to Schedule 13D/A amends Amendment No. 21, filed with the SEC on August 22, 2025, in order to provide additional clarity to the terms of the convertible promissory note. On August 28, 2025, Mr. Chan sold 130,679 shares of the Issuer's common stock at an average sale price of $1.3475. The shares were sold in multiple trades at prices ranging between $1.23 and $1.565. 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 5.	Interest in Securities of the Issuer
(a)	Heng Fai Ambrose Chan: 6,599,380, 68.2% Alset Inc.: 4,542,606, 47.0% Global Biomedical Pte. Ltd.: 311,634, 3.4% Alset International Limited: 1,379,943, 15.2%
(b)	Heng Fai Ambrose Chan: 6,164,664 Alset Inc.: 4,542,606 Global Biomedical Pte. Ltd.: 311,634 Alset International Limited: 1,379,943
(c)	None.
Item 7.	Material to be Filed as Exhibits.
	Joint Filing Agreement between Heng Fai Chan, Global Biomedical Pte. Ltd. and Alset Inc., incorporated by reference to Amendment No. 13 to the Schedule 13D filed on September 20, 2021.

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:	09/02/2025

Alset Inc.

Signature:	/s/ Heng Fai Ambrose Chan
Name/Title:	Heng Fai Ambrose Chan, Chief Executive Officer, Alset Inc.
Date:	09/02/2025

Global Biomedical Pte. Ltd.

Signature:	/s/ Heng Fai Ambrose Chan
Name/Title:	Heng Fai Ambrose Chan, Director, Global Biomedical Pte. Ltd.
Date:	09/02/2025

Alset International Limited

Signature:	/s/ Heng Fai Ambrose Chan
Name/Title:	Heng Fai Ambrose Chan, Chief Executive Officer, Alset International Limited
Date:	09/02/2025

FAQ

Who controls DSS according to this Schedule 13D/A?

The filing reports that Heng Fai Ambrose Chan and affiliated entities beneficially own 6,599,380 shares, equal to 68.2% of DSS common stock.

How many shares does Alset Inc. own and what percent of DSS is that?

Alset Inc. beneficially owns 4,542,606 shares, representing 47.0% of the outstanding common stock.

What are the terms of the convertible promissory note disclosed?

On August 20, 2025, Alset Inc. received a $500,000 convertible promissory note convertible at $0.86 per share; conversion or exchange rights are described in the filing.

Did the reporting person sell any shares recently?

Yes. On August 28, 2025, Heng Fai Ambrose Chan sold 130,679 shares at an average price of $1.3475, in trades ranging from $1.23 to $1.565.

How many shares outstanding were used to calculate percentages?

Percentages are based on 9,092,518 shares of common stock outstanding as of September 2, 2025.

Are there any disclosed legal proceedings or exclusions from the aggregated amounts?

The filing indicates no disclosure of legal proceedings and does not state exclusions to the aggregate amounts reported.