SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Alset Inc.

(Last)

(First)

(Middle)

ALSET INC.

4800 MONTGOMERY LANE, SUITE 210

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/09/2024

3. Issuer Name and Ticker or Trading Symbol
HWH International Inc. [ HWH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,900,000	I⁽¹⁾⁽²⁾	See Footnote⁽¹⁾⁽²⁾⁽⁵⁾
Common Stock	2,677,375	I⁽¹⁾⁽³⁾⁽⁴⁾	See Footnote⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	02/08/2024	01/09/2029	Common Stock	236,875	$11.5	I⁽¹⁾⁽³⁾⁽⁴⁾	I⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

Alset Inc.

(Last)

(First)

(Middle)

ALSET INC.

4800 MONTGOMERY LANE, SUITE 210

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Alset International Ltd

(Last)

(First)

(Middle)

9 TEMASEK BOULEVARD #16-04

SUNTEC TOWER TWO

(Street)

SINGAPORE

038989

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On January 9, 2024, the Issuer completed a business combination. Under the terms of the business combination, all of the issued and outstanding Class A and Class B Common Stock of the Issuer, converted into shares of Common Stock of the Issuer. The Issuer, formerly known as Alset Capital Acquisition Corp. is now known as HWH International Inc.

2. In connection with the business combination, 10,900,000 shares of the Issuer's common stock were issued to Alset International Limited, a Singapore company, as merger consideration. Alset Inc. may be deemed to possess beneficial ownership of these shares as the majority stockholder of Alset International Limited.

3. In connection with the business combination, 2,156,250 shares of Alset Class B Common Stock held by Alset Capital Acquisition Sponsor, LLC (the "Sponsor") were converted into 2,156,250 shares of the Issuer's common stock. As the majority owner of the Sponsor, Alset Inc. may be deemed to possess beneficial ownership of these shares.

4. On February 3, 2022, the Sponsor purchased 473,750 units (the "Private Placement Units") pursuant to a private placement. Each Private Placement Unit consisted of one share of Class A common stock, one-half of one warrant and one right entitling the holder to receive one tenth (1/10) of one share of Common Stock. In connection with the business combination, the rights held by the Sponsor were converted into 47,375 shares of the Issuer's common stock, the Class A shares became 473,750 shares of common stock, and the Sponsor holds warrants to purchase 236,875 shares of the Issuer's common stock.

5. As Chairman, Chief Executive Officer and majority stockholder of Alset Inc., and Chairman and Chief Executive Officer of Alset International Limited, Heng Fai Ambrose Chan may be deemed to possess beneficial ownership of the securities held by the Sponsor and Alset International Limited.

	Alset Inc. /s/ Heng Fai Ambrose Chan, Chief Executive Officer	01/19/2024
	Alset International Limited /s/ Heng Fai Ambrose Chan, Chief Executive Officer	01/19/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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