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
44,009,981(1) |
(8) |
Shared voting power
|
(9) |
Sole dispositive power
44,009,981(1) |
(10) |
Shared dispositive power
|
(11) |
Aggregate
amount beneficially owned by each reporting person
44,009,981(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)
38.9%(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 8, 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 8, 2022. |
This
Amendment No. 2 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, which relates to the common stock of the Issuer and has been filed by Heng
Fai Ambrose Chan.
This
Amendment No. 2 is being filed to reflect that Heng Fai Ambrose Chan acquired 8,482,334 shares of the Issuer’s common stock in
a series of transactions on April 1, 2022, April 4, 2022, April 5, 2022, April 6, 2022 and April 7, 2022.
Item
1. Security and Issuer
This
Amendment No. 2 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:
1.
On April 1, 2022, Mr. Chan purchased 1,000,000 shares of the common stock of the Issuer. This transaction was executed in multiple trades
at prices ranging from $.4820 to $.5100. The weighted average purchase price of such shares was $0.5009.
2.
On April 4, 2022, Mr. Chan purchased 1,900,000 shares of the common stock of the Issuer. This transaction was executed in multiple trades
at prices ranging from $.4850 to $.5979. The weighted average purchase price of such shares was $0.5517.
3.
On April 5, 2022, Mr. Chan purchased 902,417 shares of the common stock of the Issuer. This transaction was executed in multiple trades
at prices ranging from $.5394 to $.5500. The weighted average purchase price of such shares was $0.5479.
4.
On April 6, 2022, Mr. Chan purchased 302,125 shares of the common stock of the Issuer. This transaction was executed in multiple trades
at prices ranging from $.5800 to $.6200. The weighted average purchase price of such shares was $0.6177.
5.
On April 7, 2022, Mr. Chan purchased 377,792 shares of the common stock of the Issuer. This transaction was executed in multiple trades
at prices ranging from $.6351 to $.6600. The weighted average purchase price of such shares was $0.6549.
6.
On April 7, 2022, Mr. Chan purchased 4,000,000 shares of the common stock of the Issuer. This transaction was executed in multiple trades
at prices ranging from $.6600 to $.8576. The weighted average purchase price of such shares was $0.7584.
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 44,009,981 shares, or 38.9%, 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 8, 2022, as reported by the Issuer. |
|
|
(b)
|
Mr.
Chan has the sole power to vote and dispose of all 44,009,981 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) |
Except
for the transactions which are the subject of this Schedule 13D, there were no other transactions effected in the last 60 days by
the Reporting Person. |
|
|
(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 8, 2022 |
By: |
/s/
Heng Fai Ambrose Chan |
|
Name: |
Heng Fai Ambrose Chan |
|
HFE
Holdings Limited |
|
|
|
Dated:
April 8, 2022 |
By: |
/s/
Heng Fai Ambrose Chan |
|
Name: |
Heng
Fai Ambrose Chan |
|
Title: |
Director |