Alset Inc. — Major Shareholding Notification 2021

May 17, 2021

SC 13G/A 1 formsc13ga.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)

Under the Securities Exchange Act of 1934

| ALSET
EHOME INTERNATIONAL INC. |
| --- |
| (Name
of Issuer) |

| Common
Stock, par value $0.001 per share |
| --- |
| (Title
of Class of Securities) |

| 02116A
104 |
| --- |
| (CUSIP
Number) |

| May
4, 2021 |
| --- |
| (Date
of Event which Requires Filing of this Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed

| [ ] | Rule
13d-1(b) |
| --- | --- |
| [ ] | Rule
13d-1(c) |
| [X] | Rule
13d-1(d) |

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

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CUSIP No. 02116A 104

| 1 | NAMES
OF REPORTING PERSON I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| --- | --- |
| | Heng
Fai Chan |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| | (a)
[ ] (b)
[ ] |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Republic
of Singapore |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | SOLE VOTING POWER: |
| --- | --- |
| | 8,512,000 |
| 6 | SHARED VOTING POWER: |
| | 0 |
| 7 | SOLE DISPOSITIVE POWER: |
| | 8,512,000 |
| 8 | SHARED DISPOSITIVE POWER: |
| | 0 |

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,512,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	n/a
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	50.5%(1)
12	TYPE OF REPORTING PERSON (See Instructions)
	IN

(1) Based on (i) 8,351,637 shares of the common stock of the Issuer issued and outstanding as of the date hereof, (ii) 6,380 shares of the Issuer’s Series A Convertible Preferred Stock, having an aggregate vote equal to 6,380,000 shares of the common stock of the Issuer issued and outstanding as of the date hereof; and (iii) 2,132 shares of the Issuer’s Series B Convertible Preferred Stock, having an aggregate vote equal to 2,132,000 shares of the common stock of the Issuer issued and outstanding as of the date hereof.

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CUSIP No. 02116A 104

| 1 | NAMES
OF REPORTING PERSON I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HFE
Holdings Limited |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| | (a)
[ ] (b)
[ ] |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Hong
Kong |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | SOLE VOTING POWER: |
| --- | --- |
| | 6,380,000 |
| 6 | SHARED VOTING POWER: |
| | 0 |
| 7 | SOLE DISPOSITIVE POWER: |
| | 6,380,000 |
| 8 | SHARED DISPOSITIVE POWER: |
| | 0 |

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,380,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	n/a
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	37.8%(1)
12	TYPE OF REPORTING PERSON (See Instructions)
	CO

(1) Based on (i) 8,351,637 shares of the common stock of the Issuer issued and outstanding as of the date hereof, (ii) 6,380 shares of the Issuer’s Series A Convertible Preferred Stock, having an aggregate vote equal to 6,380,000 shares of the common stock of the Issuer issued and outstanding as of the date hereof; and (iii) 2,132 shares of the Issuer’s Series B Convertible Preferred Stock, having an aggregate vote equal to 2,132,000 shares of the common stock of the Issuer issued and outstanding as of the date hereof.

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ITEM 1:

| (a) | Name
of Issuer: | Alset
EHome International Inc. |
| --- | --- | --- |
| (b) | Address
of Issuer’s Principal Executive Offices: | 4800
Montgomery Lane, Suite 210 Bethesda, Maryland 20814 |

ITEM 2:

| (a) | Name
of Person Filing: | This
report is filed by Heng Fai Chan and HFE Holdings Limited with respect to 6,380 shares of the Issuer’s Series A Convertible
Preferred Stock, having a vote equal to 6,380,000 shares of the common stock of the Issuer that are directly owned by HFE Holdings
Limited and indirectly owned by Mr. Heng Fai Chan and 2,132 shares of the Issuer’s Series B Convertible Preferred Stock, having
a vote equal to 2,132,000 shares of the common stock of the Issuer that are directly owned by Mr. Heng Fai Chan. |
| --- | --- | --- |
| (b) | Address
of Principal Business Office or, if none, Residence: | Heng
Fai Chan: 7 Temasek Boulevard #29-01B, Suntec Tower One, Singapore 038987 HFE
Holdings Limited: 7 th Floor, Skyway Centre, 23 Queen’s Road West, Sheung Wan, Hong Kong |
| (c) | Citizenship: | Heng
Fai Chan: Republic of Singapore HFE
Holdings Limited: Hong Kong |
| (d) | Title
of Class of Securities: | Common
Stock, par value $0.001 per share |
| (e) | CUSIP
Number: | 02116A
104 |

ITEM 3: IF THIS STATEMENT IS FILED PURSUANT TO §§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

| (a) | [ ] | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| --- | --- | --- |
| (b) | [ ] | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | [ ] | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | [ ] | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | [ ] | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | [ ] | An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | [ ] | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | [ ] | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | [ ] | A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
| (j) | [ ] | A
non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | [ ] | Group,
in accordance with §240.13d-1(b)(1)(ii)(K). |

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________.

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ITEM 4: OWNERSHIP.

(a)
Heng Fai Chan:	8,512,000
HFE Holdings Limited:	6,380,000

(b)
Heng Fai Chan:	50.5%(1)
HFE Holdings Limited:	37.8%(1)

(c) Number of shares as to which the person has:

| (i) | Sole
power to vote or to direct the vote. | |
| --- | --- | --- |
| | Heng
Fai Chan: | 8,512,000 |
| | HFE
Holdings Limited: | 6,380,000 |
| (ii) | Shared
power to vote or to direct the vote. | |
| | Heng
Fai Chan: | 0 |
| | HFE
Holdings Limited: | 0 |
| (iii) | Sole
power to dispose or to direct the disposition of. | |
| | Heng
Fai Chan: | 8,512,000 |
| | HFE
Holdings Limited: | 6,380,000 |
| (iv) | Shared
power to dispose or to direct the disposition of. | |
| | Heng
Fai Chan: | 0 |
| | HFE
Holdings Limited: | 0 |

(1) Based on 8,351,637 shares of the common stock of the Issuer issued and outstanding as of the date hereof.

Effective May 3, 2021, the Issuer entered into a Loan and Exchange Agreement with HFE Holdings Limited pursuant to which, on May 4, 2021, HFE Holdings Limited loaned and exchanged 6,380,000 shares of common stock for an aggregate of 6,380 shares of the Issuer’s Series A Convertible Preferred Stock. Each share of the Issuer’s Series B Convertible Preferred Stock is convertible into 1,000 shares of the Issuer’s common stock upon the completion of certain contingencies, and each share of Series B Convertible Preferred Stock has votes equal to 1,000 shares of the Issuer’s common stock.

On May 12, 2021, the Issuer entered into an Exchange Agreement with Mr. Chan, effective May 13, 2021, pursuant to which Mr. Chan exchanged $13,000,000 in principal amount under a $28,363,966 convertible promissory note in exchange for 2,132 shares of the Issuer’s Series B Convertible Preferred Stock. Each share of the Issuer’s Series B Convertible Preferred Stock is convertible into 1,000 shares of the Issuer’s common stock upon the completion of certain contingencies, and each share of Series B Convertible Preferred Stock has votes equal to 1,000 shares of the Issuer’s common stock.

ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

ITEM 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable.

ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

ITEM 8: IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9: NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

ITEM 10: CERTIFICATIONS.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

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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.

| Dated:
May 17, 2021 | |
| --- | --- |
| Name: | Heng
Fai Chan |

| HFE
Holdings Limited | |
| --- | --- |
| /s/
Heng Fai Chan | |
| Name: | Heng
Fai Chan |
| Title: | Director |

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EXHIBITS

Exhibit No.	Description
99.1	Joint Filing Agreement, incorporated by reference to Exhibit 99.1 to Schedule 13G filed by the reporting persons with the U.S. Securities and Exchange Commission on February 12, 2021.

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