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HWH Form 4: $200,000 Note Convertible into 33.3M Shares at $0.006

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HWH International Inc. and related entities reported a convertible note purchase from SHARING SERVICES GLOBAL Corp (SHRG). On 10/06/2025 the issuer issued a convertible promissory note for $200,000 to HWH International Inc. The note converts at $0.006 per share at HWH's option and matures three years later on 10/06/2028, making the maximum underlying common stock equal to 33,333,333 shares if fully converted. The reporting shows Chan Heng Fai Ambrose as a director and majority controller of HWH and Alset Inc., with dispositive control over the securities held by HWH.

Positive

  • $200,000 capital infusion provides immediate financing flexibility for the issuer
  • Convertible note delays equity issuance until conversion, preserving cash position short-term

Negative

  • Conversion at $0.006 per share implies up to 33,333,333 new shares, creating material dilution
  • Holder is a related party controlled by Chan Heng Fai Ambrose, raising related-party transaction considerations

Insights

Insiders used related entities to accept a convertible note with sizable share dilution risk.

The transaction shows the company issued a convertible promissory note for $200,000 convertible at $0.006 per share until 10/06/2028. That conversion price implies up to 33,333,333 new shares if fully converted, which is a material dilution mechanism depending on the issuer's outstanding share count.

The convertible holder is a related-party structure: HWH International Inc. is majority-owned by Alset Inc. and both are controlled by Chan Heng Fai Ambrose. Monitor changes in outstanding share count and any future conversions or related-party financing within the next 3 years as they will affect ownership percentages and potential voting power.

Financing provides short-term cash but creates conversion and market-supply risk.

The note supplies $200,000 immediately while deferring equity issuance until conversion, at a low per-share price of $0.006. That structure preserves cash flow now but places potential selling pressure if conversion occurs and shares enter the market.

Key near-term items to watch include any exercise or conversion elections by the noteholder, public filings on outstanding shares, and whether subsequent financings use similar low-price conversions within 3 years.

Insider Chan Heng Fai Ambrose, HWH International Inc., Alset Inc.
Role 10% Owner | 10% Owner | 10% Owner
Bought 0 shs ($0.00)
Type Security Shares Price Value
Purchase Convertible Promissory Note 0 $0.00 $0.00
Holdings After Transaction: Convertible Promissory Note — 0 shares (Indirect, See footnote)
Footnotes (2)
  1. F1. On October 6, 2025, the Issuer issued a convertible promissory note to HWH International Inc. ("HWH") in the amount of $200,000. This note is convertible into the Issuer's common stock at $0.006 per share at HWH's option until the maturity of the convertible note three (3) years from the date thereof.
  2. F2. Mr. Chan is the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. Mr. Chan is the Chairman and Chief Executive Officer of HWH International Inc., which is a majority-owned subsidiary of Alset Inc. Mr. Chan has dispositive control over the securities of the Issuer owned by HWH International Inc.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did HWH report in the Form 4 for HWH (symbol HWH)?
The Form 4 discloses a convertible promissory note for $200,000 issued on 10/06/2025 convertible at $0.006 per share until 10/06/2028.

How many shares could the $200,000 note convert into?
At $0.006 per share the note could convert into up to 33,333,333 common shares if fully converted.

Who controls the converting entity in this transaction?
HWH International Inc. and Alset Inc. are controlled by Chan Heng Fai Ambrose, who has dispositive control over the securities held by HWH.

When does the convertible note mature?
The convertible promissory note matures three years after issuance, on 10/06/2028.

Is this an arm’s-length transaction?
The filing shows the noteholder is a related-party entity majority-owned or controlled by the same individual, indicating this is a related-party transaction.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Chan Heng Fai Ambrose
(Last) (First) (Middle)
9 TEMASEK BOULEVARD
#16-04 SUNTEC TOWER TWO
(Street)
SINGAPORE U0 038989
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SHARING SERVICES GLOBAL Corp [ SHRG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note $0.006 10/06/2025 P $200,000(1) 10/06/2025 10/06/2028 Common Stock $200,000(1) (1) $200,000(1) I See footnote(2)
1. Name and Address of Reporting Person*
Chan Heng Fai Ambrose
(Last) (First) (Middle)
9 TEMASEK BOULEVARD
#16-04 SUNTEC TOWER TWO
(Street)
SINGAPORE U0 038989
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HWH International Inc.
(Last) (First) (Middle)
4800 MONTGOMERY LANE,
SUITE 210
(Street)
BETHESDA MD 20814
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Alset Inc.
(Last) (First) (Middle)
4800 MONTGOMERY LANE,
SUITE 210
(Street)
BETHESDA MD 20814
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On October 6, 2025, the Issuer issued a convertible promissory note to HWH International Inc. ("HWH") in the amount of $200,000. This note is convertible into the Issuer's common stock at $0.006 per share at HWH's option until the maturity of the convertible note three (3) years from the date thereof.
2. Mr. Chan is the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. Mr. Chan is the Chairman and Chief Executive Officer of HWH International Inc., which is a majority-owned subsidiary of Alset Inc. Mr. Chan has dispositive control over the securities of the Issuer owned by HWH International Inc.
/s/ Chan Heng Fai Ambrose 10/07/2025
/s/ HWH International Inc. by Chan Heng Fai Ambrose, Chief Executive Officer 10/07/2025
/s/ Alset Inc. by Chan Heng Fai Ambrose, Chief Executive Officer 10/07/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR