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1
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NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Heng
Fai Chan
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
[ ]
(b)
[ ]
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3
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SEC
USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic
of Singapore
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER:
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8,512,000
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6
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SHARED VOTING POWER:
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0
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7
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SOLE DISPOSITIVE POWER:
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8,512,000
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8
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SHARED DISPOSITIVE POWER:
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,512,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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n/a
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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50.5%(1)
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12
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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(1)
Based on (i) 8,351,637 shares of the common stock of the Issuer issued and outstanding as of the date hereof, (ii) 6,380 shares of the
Issuer’s Series A Convertible Preferred Stock, having an aggregate vote equal to 6,380,000 shares of the common stock of the Issuer
issued and outstanding as of the date hereof; and (iii) 2,132 shares of the Issuer’s Series B Convertible Preferred Stock, having
an aggregate vote equal to 2,132,000 shares of the common stock of the Issuer issued and outstanding as of the date hereof.
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1
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NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HFE
Holdings Limited
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
[ ]
(b)
[ ]
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3
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SEC
USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Hong
Kong
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER:
|
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6,380,000
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6
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SHARED VOTING POWER:
|
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0
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7
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SOLE DISPOSITIVE POWER:
|
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6,380,000
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8
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SHARED DISPOSITIVE POWER:
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,380,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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n/a
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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37.8%(1)
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12
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TYPE OF REPORTING PERSON (See Instructions)
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CO
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(1)
Based on (i) 8,351,637 shares of the common stock of the Issuer issued and outstanding as of the date hereof, (ii) 6,380 shares of the
Issuer’s Series A Convertible Preferred Stock, having an aggregate vote equal to 6,380,000 shares of the common stock of the Issuer
issued and outstanding as of the date hereof; and (iii) 2,132 shares of the Issuer’s Series B Convertible Preferred Stock, having
an aggregate vote equal to 2,132,000 shares of the common stock of the Issuer issued and outstanding as of the date hereof.
ITEM 1:
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(a)
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Name
of Issuer:
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Alset
EHome International Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices:
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4800
Montgomery Lane, Suite 210
Bethesda, Maryland 20814
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ITEM 2:
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(a)
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Name
of Person Filing:
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This
report is filed by Heng Fai Chan and HFE Holdings Limited with respect to 6,380 shares of the Issuer’s Series A Convertible
Preferred Stock, having a vote equal to 6,380,000 shares of the common stock of the Issuer that are directly owned by HFE Holdings
Limited and indirectly owned by Mr. Heng Fai Chan and 2,132 shares of the Issuer’s Series B Convertible Preferred Stock, having
a vote equal to 2,132,000 shares of the common stock of the Issuer that are directly owned by Mr. Heng Fai Chan.
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(b)
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Address
of Principal Business Office or, if none, Residence:
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Heng
Fai Chan: 7 Temasek Boulevard #29-01B, Suntec Tower One, Singapore 038987
HFE
Holdings Limited: 7th Floor, Skyway Centre, 23 Queen’s Road West, Sheung Wan, Hong Kong
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(c)
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Citizenship:
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Heng
Fai Chan: Republic of Singapore
HFE
Holdings Limited: Hong Kong
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(d)
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Title
of Class of Securities:
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Common
Stock, par value $0.001 per share
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(e)
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CUSIP
Number:
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02116A
104
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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:
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(a)
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[ ]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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[ ]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[ ]
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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[ ]
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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[ ]
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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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);
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(j)
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[ ]
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A
non-U.S. institution, in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________.
ITEM
4: OWNERSHIP.
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(a)
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Amount
beneficially owned:
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Heng Fai Chan:
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8,512,000
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HFE Holdings Limited:
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6,380,000
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(b)
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Percent
of class:
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Heng Fai Chan:
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50.5%(1)
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HFE Holdings Limited:
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37.8%(1)
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote.
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Heng
Fai Chan:
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8,512,000
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HFE
Holdings Limited:
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6,380,000
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(ii)
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Shared
power to vote or to direct the vote.
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Heng
Fai Chan:
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0
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HFE
Holdings Limited:
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0
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(iii)
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Sole
power to dispose or to direct the disposition of.
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Heng
Fai Chan:
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8,512,000
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HFE
Holdings Limited:
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6,380,000
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(iv)
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Shared
power to dispose or to direct the disposition of.
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Heng
Fai Chan:
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0
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HFE
Holdings Limited:
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0
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(1)
Based on 8,351,637 shares of the common stock of the Issuer issued and outstanding as of the date hereof.
Effective
May 3, 2021, the Issuer entered into a Loan and Exchange Agreement with HFE Holdings Limited pursuant to which, on May 4, 2021, HFE Holdings
Limited 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
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.
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.
Not
applicable.
ITEM
8: IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not
applicable.
ITEM
9: NOTICE OF DISSOLUTION OF GROUP.
Not
applicable.
ITEM
10: CERTIFICATIONS.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in
the ordinary course of business and 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.
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Dated:
May 17, 2021
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/s/
Heng Fai Chan
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Name:
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Heng
Fai Chan
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HFE
Holdings Limited
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/s/
Heng Fai Chan
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Name:
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Heng
Fai Chan
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Title:
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Director
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EXHIBITS
