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(1)
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Names
of reporting persons
Heng
Fai Ambrose Chan
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(2)
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Check
the appropriate box if a member of a group (see instructions)
(a) ¨ (b) ¨
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(3)
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SEC
use only
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(4)
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Source
of funds (see instructions)
OO
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(5)
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Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
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(6)
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Citizenship
or place of organization
Republic
of Singapore
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole
voting power
35,527,647(1)
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(8)
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Shared
voting power
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(9)
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Sole
dispositive power
35,527,647(1)
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(10)
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Shared
dispositive power
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(11)
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Aggregate
amount beneficially owned by each reporting person
35,527,647(1)
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(12)
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Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
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(13)
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Percent
of class represented by amount in Row (11)
35.3%(2)
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(14)
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Type
of reporting person (see instructions)
IN
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(1)
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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.
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(2)
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Percentage
is based upon 100,568,446 shares of common stock outstanding as of February 14, 2022.
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(1)
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Names
of reporting persons
HFE
Holdings Limited
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(2)
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Check
the appropriate box if a member of a group (see instructions)
(a) ¨ (b) ¨
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(3)
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SEC
use only
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(4)
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Source
of funds (see instructions)
OO
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(5)
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Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
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(6)
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Citizenship
or place of organization
Hong
Kong
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(7)
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Sole
voting power
6,380,000
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(8)
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Shared
voting power
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(9)
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Sole
dispositive power
6,380,000
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(10)
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Shared
dispositive power
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(11)
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Aggregate
amount beneficially owned by each reporting person
6,380,000
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(12)
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Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
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(13)
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Percent
of class represented by amount in Row (11)
6.3%(1)
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(14)
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Type
of reporting person (see instructions)
CO
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(1)
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Percentage
is based upon 100,568,446 shares of common stock outstanding as of February 14, 2022.
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Item
1. Security and Issuer
This
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
HFE
Holdings Limited
Effective
May 3, 2021, the Issuer entered into a Loan and Exchange Agreement with HFE pursuant to which, on May 4, 2021, HFE 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 June 14, 2021, the 6,380 shares of Series A Convertible Preferred Stock held by HFE automatically converted into 6,380,000
shares of common stock of the Issuer upon an increase in the authorized common stock of the Issuer pursuant to the terms of the Certificate
of Designations, Preferences and Rights of the Series A Convertible Preferred Stock.
Heng
Fai Ambrose Chan
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. On June 14, 2021, the 2,132 shares of the Issuers Series B Convertible
Preferred Stock automatically converted into 2,132,000 shares of common stock upon an increase in the authorized common stock of the
Issuer pursuant to the terms of the Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock.
On
June 8, 2021, Heng Fai Holdings Limited purchased 398,348 shares of common stock from the Issuer at a purchase price of $4.90
per share.
On
June 9, 2021, Mr. Chan purchased 80,000 shares of common stock from the Issuer at a purchase price of $5.02 per share. The source of
these funds were the personal funds of Mr. Chan.
On
June 9, 2021, Mr. Chan purchase 40,000 shares of common stock from the Issuer at a purchase price of $5.02 per share. The source
of these funds were the personal funds of Mr. Chan.
On
June 14, 2021, Mr. Chan converted a note with an outstanding balance in the amount of $15,487,265 into 2,770,531 shares of the common
stock of the Issuer at a conversion price of $5.59 per share.
On
June 14, 2021, Mr. Chan converted a note with an outstanding balance in the amount of $28,800,721 into 5,152,186 shares of the common
stock of the Issuer at a conversion price of $5.59 per share.
On
June 14, 2021, Mr. Chan converted a note with an outstanding balance in the amount of $174,288 into 31,179 shares of the common stock
of the Issuer at a conversion price of $5.59 per share
On
June 14, 2021, Mr. Chan converted a note with an outstanding balance in the amount of $6,764,291 into 1,210,070 shares of the common
stock of the Issuer at a conversion price of $5.59 per share.
On
December, 8, 2021, Mr. Chan purchased 7,333,333 shares of common stock from the Issuer at a purchase price of $0.60 per share in an underwritten
public offering. The source of these funds were the personal funds of Mr. Chan.
On
December 13, 2021, the Issuer entered into a Securities Purchase Agreement with Mr. Chan for the issuance and sale of a convertible promissory
note (the “Note”) in favor of Mr. Chan, in the principal sum of $6,250,000. The Note bears interest at a rate equal to three
percent (3%) per annum. Mr. Chan will have the option to at its sole discretion to either (i) convert the outstanding balance under the
Note into either shares of common stock at the conversion price of $0.625 or (ii) receive cash payment for the accrued and unpaid balance.
The sale and issuance of the Note by the Issuer to Mr. Chan was subject to certain closing conditions. The sale and issuance of the Note
was completed on January 26, 2022. On January 27, 2022, Mr. Chan converted the entire balance of the Note into 10,000,000 shares of the
Issuer’s common stock.
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Item
4.
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Purpose
of Transaction
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All
of the Issuer’s securities owned by the Reporting Person have been acquired for investment purposes only. 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
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(a)
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In
the Aggregate, the Reporting Persons beneficially own 35,527,647 shares, or 35.3%, of the
Issuer’s common stock. The percentages in this paragraph relating to beneficial ownership
of Common Stock are based on 100,568,446 shares of Common Stock outstanding as of February
14, 2022, as reported by the Issuer.
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(b)
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Mr.
Chan has the sole power to vote and dispose of all 35,527,647 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.
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(c)
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Except for the transaction which is the subject of this Schedule
13D, there were no other transactions effected in the last 60 days by the Reporting Person.
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(d)
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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).
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(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.
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Dated:
February 14, 2022
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By:
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/s/
Heng Fai Ambrose Chan
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Heng
Fai Chan
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HFE Holdings Limited
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Dated:
February 14, 2022
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By:
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/s/
Heng Fai Ambrose Chan
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Director
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