Amended Statement of Beneficial Ownership (sc 13d/a)
April 13 2022 - 9:13AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Amendment
No. 3
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)
Heng Fai Ambrose Chan
7 Temasek Boulevard #29-01B
Suntec Tower One
Singapore 038987
Telephone:
011 65 6333 9181
-------------------------------
(Name,
address and telephone number of person authorized to receive notices and communications)
April
8, 2022
(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. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
| * |
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 disclosures provided in a prior cover
page. |
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).
CUSIP
No. 02116A 104
| (1)
|
Names
of reporting persons
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
Republic
of Singapore |
|
Number of
shares
beneficially
owned by
each
reporting
person
with: |
(7)
|
Sole voting power
44,144,981(1) |
| (8) |
Shared voting power
|
| (9) |
Sole dispositive power
44,144,981(1) |
| (10) |
Shared dispositive power
|
| (11) |
Aggregate
amount beneficially owned by each reporting person
44,144,981(1) |
| (12) |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
|
| (13) |
Percent
of class represented by amount in Row (11)
39%(2) |
| (14) |
Type
of reporting person (see instructions)
IN |
| |
(1) |
Includes
6,380,000 shares of common stock held by HFE Holdings Limited and 398,348 shares of common stock held by Heng Fai Holdings Limited,
of which Mr. Chan has sole voting and investment power with respect to such shares. |
| |
(2) |
Percentage
is based upon 113,187,898 shares of common stock outstanding as of April 13, 2022. |
CUSIP
No. 02116A 104
| (1)
|
Names
of reporting persons
HFE
Holdings 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
Hong
Kong |
|
Number of
shares
beneficially
owned by
each
reporting
person
with: |
(7)
|
Sole voting power
6,380,000 |
| (8) |
Shared voting power
|
| (9) |
Sole dispositive power
6,380,000 |
| (10) |
Shared dispositive power
|
| (11) |
Aggregate
amount beneficially owned by each reporting person
6,380,000 |
| (12) |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
|
| (13) |
Percent
of class represented by amount in Row (11)
5.6%(1) |
| (14) |
Type
of reporting person (see instructions)
CO |
| |
(1) |
Percentage
is based upon 113,187,898 shares of common stock outstanding as of April 13, 2022. |
This Amendment No. 3
on Schedule 13D amends and restates the statement on Schedule 13D, filed with the SEC on February 14, 2022, as amended by Amendment
No. 1, filed with the SEC on February 15, 2022 and Amendment No.2, filed with the SEC on April 8, 2022, which relates to the common
stock of the Issuer and has been filed by Heng Fai Ambrose Chan.
This Amendment No. 3 is being filed to reflect
that Heng Fai Ambrose Chan acquired 135,000 shares of the Issuer’s common stock on April 8, 2022.
Item
1. Security and Issuer
This
Amendment No. 3 on Schedule 13D relates to shares of the common stock, $0.001 par value per share, of Alset EHome
International Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer
is 4800 Montgomery Lane, Suite 210, Bethesda, Maryland 20814.
Item
2. Identity and Background
This
statement is being jointly filed by Heng Fai Ambrose Chan (“Mr. Chan”) and HFE Holdings Limited (“HFE”) (collectively,
the “Reporting Persons”).
Mr.
Chan’s principal business address is 7 Temasek Boulevard #29-01B, Suntec Tower One, Singapore 038987. HFE’s principal business
address is 7th Floor, Skyway Centre, 23 Queen’s Road West, Sheung Wan, Hong Kong.
Mr.
Chan is the Chairman and Chief Executive Officer of the Issuer and the Issuer’s majority-owned subsidiary, Alset International
Limited. He is also the Director of HFE, which is organized as a limited company under the laws of Hong Kong. Mr. Chan is a citizen of
Republic of Singapore.
None
of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding
traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration
Item
3 of the Schedule 13D is hereby amended to include the following:
On April 8, 2022,
Mr. Chan purchased 135,000 shares of the common stock of the Issuer. This transaction was executed in multiple trades at prices
ranging from $0.7100 to $0.9222. The weighted average purchase price of such shares was $0.8263
Item 4. Purpose of Transaction
On
January 17, 2022, the Issuer entered into a Securities Purchase Agreement with Mr. Chan, pursuant to which the Issuer agreed to purchase
from Mr. Chan 293,428,200 ordinary shares of Alset International Limited. Pursuant to an amendment to this securities purchase agreement
entered into on February 28, 2022, the Issuer and Mr. Chan agreed that the Issuer shall purchase these 293,428,200 ordinary shares of
Alset International Limited for a purchase price of 35,319,290 newly issued shares of the Issuer’s common stock. The closing of
this transaction with Mr. Chan is subject to approval of Nasdaq and the Issuer’s stockholders.
All
of the Issuer’s securities owned by the Reporting Person have been acquired for investment purposes only. Other than as set forth
above, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions required to be described
in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time, review or reconsider its positions with
respect to the Issuer and formulate plans or proposals with respect to any of such matters, but have no present intention of doing so.
Item
5. Interest in Securities of the Issuer
| (a) |
In the Aggregate, the Reporting Persons beneficially own 44,144,981
shares, or 39%, of the Issuer’s common stock. The percentages in this paragraph relating to beneficial ownership
of Common Stock are based on 113,187,898 shares of Common Stock outstanding as of April 13, 2022, as reported by the Issuer. |
| |
|
| (b) |
Mr. Chan has the sole power to vote and dispose of all 44,144,981
shares of Common Stock of which 398,348 shares of common stock are held directly by Heng Fai Holdings Limited and 6,380,000 shares
of common stock are held by HFE Holdings Limited. |
| |
|
| (c) |
There were no other transactions
effected in the last 60 days by the Reporting Person except (1) for the transactions which are the subject of this Schedule 13D
and are described herein; and (2) as described on Amendment No. 2, filed with the SEC on April 8, 2022. |
| |
|
| (d) |
To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this statement and reported in Item 5(a). |
| |
|
| (e) |
Not applicable. |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None.
Item
7. Material to Be Filed as Exhibits
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:
April 13, 2022 |
By: |
/s/
Heng Fai Ambrose Chan |
| |
Name: |
Heng Fai Ambrose Chan |
| |
HFE
Holdings Limited |
| |
|
|
| Dated:
April 13, 2022 |
By: |
/s/
Heng Fai Ambrose Chan |
| |
Name: |
Heng
Fai Ambrose Chan |
| |
Title: |
Director |
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