10/07/2025 | Press release | Distributed by Public on 10/07/2025 15:00
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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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) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Chan Heng Fai Ambrose 9 TEMASEK BOULEVARD #16-04 SUNTEC TOWER TWO SINGAPORE, U0 038989 |
X | |||
HWH International Inc. 4800 MONTGOMERY LANE, SUITE 210 BETHESDA, MD 20814 |
X | |||
Alset Inc. 4800 MONTGOMERY LANE, SUITE 210 BETHESDA, MD 20814 |
X |
/s/ Chan Heng Fai Ambrose | 10/07/2025 | |
**Signature of Reporting Person | Date | |
/s/ HWH International Inc. by Chan Heng Fai Ambrose, Chief Executive Officer | 10/07/2025 | |
**Signature of Reporting Person | Date | |
/s/ Alset Inc. by Chan Heng Fai Ambrose, Chief Executive Officer | 10/07/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(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. |