UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Tupperware
Brands Corporation
(Name
of Issuer)
Common
Stock, $0.01 par value
(Title
of Class of Securities)
899896104
(CUSIP
Number)
November
10, 2022
(Date
of Event Which Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * |
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).
| |
|
| 1. |
Name
of reporting persons
I.R.S.
Identification Nos. of above persons (Entities only):
Sharing
Services Global Corporation; EIN 30-0869786 |
| 2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☒1 (b) ☐
|
| 3. |
SEC
USE ONLY
|
| 4. |
Citizenship
or Place of Organization
Nevada |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
0 |
| 6. |
Shared
Voting Power
2,806,8662 |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
2,806,8662 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,806,8662 |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent
of Class Represented by Amount in Row (9)
6.31%3 |
| 12. |
Type
of Reporting Person (See Instructions)
CO |
| 1 |
Sharing
Services Global Corporation; Mr. Heng Fai Ambrose Chan; and Alset International Limited are members of a group for the purposes of
this Schedule 13G. |
| 2 |
Consists
of (i) 1,026,866 shares held by Sharing Services Global Corporation; (ii) 500,000 shares held by Mr. Heng Fai Ambrose Chan; and (iii)
1,280,000 shares held by Alset International Limited. |
| 3 |
This
percentage is calculated based upon 44,478,026 shares outstanding as reported in the Issuer’s Form 10-Q for the Quarterly Period
ended September 24, 2022, as filed with the Securities and Exchange Commission on November 2, 2022. |
| |
|
| 1. |
Name
of reporting persons
Mr.
Heng Fai Ambrose Chan |
| 2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☒1 (b) ☐
|
| 3. |
SEC USE ONLY
|
| 4. |
Citizenship
or Place of Organization
Republic
of Singapore |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
0 |
| 6. |
Shared
Voting Power
2,806,8662 |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
2,806,8662 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,806,8662 |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent
of Class Represented by Amount in Row (9)
6.31%3 |
| 12. |
Type
of Reporting Person (See Instructions)
IN |
| 1 |
Sharing
Services Global Corporation; Mr. Heng Fai Ambrose Chan; and Alset International Limited are members of a group for the purposes of
this Schedule 13G. |
| 2 |
Consists
of (i) 1,026,866 shares held by Sharing Services Global Corporation; (ii) 500,000 shares held by Mr. Heng Fai Ambrose Chan; and (iii)
1,280,000 shares held by Alset International Limited. |
| 3 |
This
percentage is calculated based upon 44,478,026 shares outstanding as reported in the Issuer’s Form 10-Q for the Quarterly Period
ended September 24, 2022, as filed with the Securities and Exchange Commission on November 2, 2022. |
| |
|
| 1. |
Name
of reporting persons
I.R.S.
Identification Nos. of above persons (Entities only)
Alset
International Limited |
| 2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☒1 (b) ☐
|
| 3. |
SEC
USE ONLY
|
| 4. |
Citizenship
or Place of Organization
Republic
of Singapore |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With: |
5. |
Sole
Voting Power
0 |
| 6. |
Shared
Voting Power
2,806,8662 |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
2,806,8662 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,806,8662 |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent
of Class Represented by Amount in Row (9)
6.31%3 |
| 12. |
Type
of Reporting Person (See Instructions)
CO |
| 1 | Sharing Services
Global Corporation; Mr. Heng Fai Ambrose Chan; and Alset International Limited are members of a group for the purposes of this Schedule
13G. |
| 2 | Consists of (i)
1,026,866 shares held by Sharing Services Global Corporation; (ii) 500,000 shares held by Mr. Heng Fai Ambrose Chan; and (iii) 1,280,000
shares held by Alset International Limited. |
| 3 | This percentage
is calculated based upon 44,478,026 shares outstanding as reported in the Issuer’s Form 10-Q for the Quarterly Period ended September
24, 2022, as filed with the Securities and Exchange Commission on November 2, 2022. |
Introductory
Note: This Schedule 13G is filed on behalf of Sharing Services Global Corporation, a corporation organized under the laws of the
State of Nevada (“SSGC”); Mr. Heng Fai Ambrose Chan (“Chan”); and Alset International Limited, a multinational
holding company organized under the laws of the Republic of Singapore and listed on the Catalist Board of the Singapore Exchange (“Alset”);
in respect of Common Stock of Tupperware Brands Corporation.
Item
1.
Tupperware
Brands Corporation.
| |
(b) |
Address
of Issuer’s Principal Executive Offices |
14901
South Orange Blossom Trail
Orlando,
Florida 32837
Item
2.
| |
(a) |
Name
of Person Filing |
Sharing
Services Global Corporation
Mr.
Heng Fai Ambrose Chan
Alset
International Limited
| |
(b) |
Address
of Principal Business Office or, if none, Residence |
| |
c/o Sharing Services Global Corporation
5200
Tennyson Parkway Suite #400 Plano,
Texas 75024 |
Sharing
Services Global Corporation is organized in Nevada
Mr.
Heng Fai Ambrose Chan is a citizen of the Republic of Singapore.
Alset
International Limited is organized in the Republic of Singapore
| |
(d) |
Title
of Class of Securities |
Common
Stock, par value $0.01 per share
899896104
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. 78c); |
| | |
|
| (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 240.13d1(b)(1)(ii)(J), please specify the type of institution: |
Item 4. Ownership
| |
(a) |
Amount
Beneficially Owned as of November 10, 2022(3): |
| Mr. Heng Fai Ambrose Chan | |
| 2,806,866 | (1) |
| Alset International Limited | |
| 1,280,000 | |
| Sharing Services Global Corporation | |
| 1,026,866 | |
| |
(b) |
Percent
of Class as of November 10, 2022(3): |
| Mr. Heng Fai Ambrose Chan | |
| 6.31 | % |
| Alset International Limited | |
| 2.88 | % |
| Sharing Services Global Corporation | |
| 2.31 | % |
| |
(c) |
Number
of shares as to which the person has, as of November 10, 2022(2): |
| |
(i) |
Sole
power to vote or to direct the vote |
| Mr. Heng Fai Ambrose Chan | |
| 0 | |
| Alset International Limited | |
| 0 | |
| Sharing Services Global Corporation | |
| 0 | |
| |
(ii) |
Shared
power to vote or to direct the vote |
| Mr. Heng Fai Ambrose Chan | |
| 2,806,866 | (2) |
| Alset International Limited | |
| 2,806,866 | (2) |
| Sharing Services Global Corporation | |
| 2,806,866 | (2) |
| |
(iii) |
Sole
power to dispose or to direct the disposition of |
| Mr. Heng Fai Ambrose Chan | |
| 0 | |
| Alset International Limited | |
| 0 | |
| Sharing Services Global Corporation | |
| 0 | |
| |
(iv) |
Shared
power to dispose or to direct the disposition of |
| Mr. Heng Fai Ambrose Chan | |
| 2,806,866 | (1) |
| Alset International Limited | |
| 2,806,866 | (1) |
| Sharing Services Global Corporation | |
| 2,806,866 | (1) |
| (1) |
Mr. Chan is a Class II Director and the Executive Chairman
of the Board of Directors of Sharing Services Global Corporation (“SSGC”). Mr. Chan also holds approximately 76.6% of
SSGC’s voting stock. Mr. Chan is the Chief Executive Officer of Alset International Limited (“Alset”).
Accordingly, due to his interest and control over SSGC and Alset, Mr. Chan’s beneficial ownership includes shares held by SSGC
and Alset. |
| |
|
|
(2) |
Consists of (i) 1,026,866 shares held by SSGC; (ii) 500,000 shares held
by Mr. Heng Fai Ambrose Chan; and (iii) 1,280,000 shares held by Alset.
|
| |
|
| (3) |
Calculated based upon 44,478,026 shares outstanding as reported in the Issuer’s Form 10-Q for the Quarterly Period ended September 24, 2022, as filed with the Securities and Exchange Commission on November 2, 2022. |
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 or
Control Person.
Not
Applicable
Item 8. Identification and Classification of Members of the Group
See
Item 4 and Exhibit 99.1.
Item 9. Notice of Dissolution of a Group
Not
Applicable
Item 10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
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:
November 10, 2022
| Alset
International Limited |
|
Sharing
Services Global Corporation |
| |
|
|
|
|
| By: |
/s/
Heng Fai Ambrose Chan |
|
By: |
/s/
John Thatch |
| |
|
|
|
|
| Its: |
Chief
Executive Officer |
|
Its: |
President,
Chief Executive Officer and Vice Chairman of the Board of Directors |
| |
|
|
| Heng
Fai Ambrose Chan |
|
|
| |
|
|
|
|
| By: |
/s/
Heng Fai Ambrose Chan |
|
|
|
EXHIBITS
EXHIBIT
A
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf
of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Tupperware Brands Corporation
and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each
other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing
agreement may be signed in counterparts.
In
evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 10th day of November, 2022.
| Alset
International Limited |
|
Sharing
Services Global Corporation |
| |
|
|
|
|
| By: |
/s/
Heng Fai Ambrose Chan |
|
By: |
/s/
John Thatch |
| |
|
|
|
|
| Its: |
Chief
Executive Officer |
|
Its: |
President,
Chief Executive Officer and Vice Chairman of the Board of Directors |
| |
|
|
| Heng
Fai Ambrose Chan |
|
|
| |
|
|
|
|
| By: |
/s/
Heng Fai Ambrose Chan |
|
|
|
EXHIBIT
B
POWER
OF ATTORNEY
KNOW
ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints John Thatch, the undersigned’s true and lawful attorney-in
fact and agent to:
| |
(i) |
prepare
execute and file, for and on behalf of the undersigned, any and all documents and filings that are required or advisable to be made
with the United States Securities and Exchange Commission, any stock exchange or similar authority, under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including without
limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule
13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act ) and any amendments thereto in accordance
with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with
Section 16(a) of the Exchange Act and the rules thereunder; and |
| |
(ii) |
take
any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be
of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. |
The
undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of undersigned, is not assuming, any of the undersigned’s responsibilities
to comply with the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.
This
power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file
any form or document with respect to the undersigned’s holdings of and transactions in securities issued by a company, or (b) revocation
by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN
WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 10th day of November, 2022.
| Alset
International Limited |
|
Sharing
Services Global Corporation |
| |
|
|
|
|
| By: |
/s/
Heng Fai Ambrose Chan |
|
By: |
/s/
John Thatch |
| |
|
|
|
|
| Its: |
Chief
Executive Officer |
|
Its: |
|
| |
|
|
|
President,
Chief Executive Officer and Vice Chairman of the Board of Directors |
| |
|
|
|
|
| Heng
Fai Ambrose Chan |
|
|
| |
|
|
| By: |
/s/
Heng Fai Ambrose Chan |
|
|
|
