Heng Fai Chan Affiliates Hold 69.6% of DSS; Alset Inc. Receives $500K Note

Rhea-AI Filing Summary

DSS, Inc. Schedule 13D/A shows that Heng Fai Ambrose Chan and affiliated entities control a large majority of the company’s common stock. Together they beneficially own 6,730,059 shares, representing 69.6% of the 9,092,518 shares outstanding as of August 21, 2025. Alset Inc. alone holds 4,542,606 shares (47.0%). On August 20, 2025, DSS issued a $500,000 convertible promissory note to Alset Inc. that may be converted into common stock at $0.86 per share. The filing lists the ownership breakdown across Heng Fai Holdings Limited, Alset entities and Global Biomedical, and cites a joint filing agreement as an exhibit.

Positive

• Clear disclosure of beneficial ownership percentages for each reporting person, enabling investors to see ownership concentration
• Convertible financing of $500,000 provides the issuer with immediate capital

Negative

• Extreme ownership concentration: 69.6% held by Heng Fai Ambrose Chan and affiliates, limiting public float and minority influence
• Potential dilution from the $500,000 convertible note at $0.86 per share (conversion could issue up to ~581,395 shares tied to convertible debt)

Insights

Financial Analyst

TL;DR: A controlling shareholder group holds nearly 70% and a new $500k convertible note could increase dilution if converted.

The filing documents concentrated ownership that materially affects free float and governance. With 69.6% ownership by Heng Fai Ambrose Chan and affiliates, public liquidity is limited and shareholder votes are effectively controlled by the group. The $500,000 convertible note issued at $0.86 per share creates potential issuance of up to approximately 581,395 shares if conversion includes interest, which is disclosed as convertible debt in Alset Inc.’s holdings. This note could modestly increase the group’s stake and further reduce public float, with direct implications for capital structure and dilution metrics.

Corporate Governance Expert

TL;DR: A single individual and related entities dominate ownership, creating de facto control and governance concentration.

The Schedule 13D/A confirms that Heng Fai Ambrose Chan, through controlled entities, holds 69.6% of common stock and nominates signatures for multiple reporting entities. Such concentration means strategic decisions, board control and corporate actions will likely reflect the controlling group’s interests. The joint filing agreement referenced consolidates coordination among the reporting persons. For minority shareholders, this ownership profile is a salient governance fact noted in the filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 21)

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)

08/20/2025

(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 6,730,059.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,730,059.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,730,059.00

12

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

13

Percent of class represented by amount in Row (11)

69.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The beneficial ownership of Heng Fai Ambrose Chan includes 6,730,059 shares of 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 debt convertible into 581,395 shares of common stock held by Alset Inc.; 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 August 21, 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 debt convertible into 581,395 shares of common stock held directly by Alset Inc.; 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 August 21, 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 August 21, 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 August 21, 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 (the "Convertible Note") to Alset Inc. in the amount of $500,000.00. Under the terms of the Convertible 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.
Item 4.	Purpose of Transaction
	On August 20, 2025, the Issuer issued a convertible promissory note (the "Convertible Note") to Alset Inc. in the amount of $500,000.00. Under the terms of the Convertible 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.
Item 5.	Interest in Securities of the Issuer
(a)	Heng Fai Ambrose Chan: 6,730,059, 69.6% 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:	08/22/2025

Alset Inc.

Signature:	/s/ Heng Fai Ambrose Chan
Name/Title:	Heng Fai Ambrose Chan, Chief Executive Officer, Alset Inc.
Date:	08/22/2025

Global Biomedical Pte. Ltd.

Signature:	/s/ Heng Fai Ambrose Chan
Name/Title:	Heng Fai Ambrose Chan, Director, Global Biomedical Pte. Ltd.
Date:	08/22/2025

Alset International Limited

Signature:	/s/ Heng Fai Ambrose Chan
Name/Title:	Heng Fai Ambrose Chan, Chief Executive Officer, Alset International Limited
Date:	08/22/2025

FAQ

Who controls the majority of DSS (DSS) common stock?

As disclosed, Heng Fai Ambrose Chan and affiliated entities beneficially own 6,730,059 shares, or 69.6% of outstanding common stock (based on 9,092,518 shares).

How much convertible debt did DSS issue and to whom?

On August 20, 2025, DSS issued a $500,000 convertible promissory note to Alset Inc.

At what price can the $500,000 note be converted into DSS shares?

The Convertible Note may be converted into common stock at a conversion price of $0.86 per share.

What percentage of DSS does Alset Inc. report owning?

Alset Inc. reports beneficial ownership of 4,542,606 shares, representing 47.0% of the class based on 9,092,518 shares outstanding.

Does the filing disclose any shared voting power among the reporting persons?

No. The filing reports sole voting and dispositive power for each reporting person and zero shared voting or dispositive power.